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Signed ContractsCity of Dubuque City Council CONSENT ITEMS # 12. Copyrighted January 20, 2026 ITEM TITLE: Signed Contracts SUMMARY: A&G Electric for FY26 Electrical Installation and Repair Service Contract; CrossFit Dubuque for Physical Training For The New Hire Academy; Department of the Army Corps of Engineers, Rock Island District and Union at the Marina for Flowage Easement Disposal; Elevated Landwrx for City Property Maintenance of Tree Clearing, Brush Mowing, and Site Restoration Work; Leadership Shapers PTY Limited for the Complete Mentoring Program Facilitator Pack; Modus Engineering for the Eagle Point WTP Boiler Replacement Project - Study Phase; Neiland Refrigeration for the Grand River Center Walk -In Cooler Compressor Replacement; Northwest Mechanical, Inc for Boiler Replacement at 950 Elm Street — Intermodal Facility; Oak View Group for hosting the City of Dubuque Recognition Day at the Grand River Center; Racom Corporation for 5th Street Ramp Camera Replacement; The Painter Lady, LLC to Paint walls in Room 208B and Base Cabinet Faces in Room 208; ViDL Solutions for Amendment #3 to organizational cultural work; Wellmark Blue Cross and Blue Shield of Iowa for the Administrative Services Agreement. SUGGUESTED Receive and File DISPOSITION: ATTACHMENTS: 1. Contract with Leadership Strategies (47) 2. Wellmark Blue Cross and Blue Shield of Iowa 3. RACOM 4. Northwest Mechanical Inc 5. USACE for the Release of Flowage Easement 6. The Painter Lady LLC 7. City Property Maintenance Tree Clearing Brush Mowing Sit 8. ViDL Solutions 9. AGElectric - FY26 Service Contract 10. Crossfit Dubuque 11. EPWTP Boiler Replacment Award of Consultant Engineering 12. Neiland for GRC 13. City of Dubuque Recognition Day THE C Duj!BQTE Masterpiece on the Mississippi Dubuque At!- Brim city I�:I.I,.F 2007-2012.2013 2017*2019 SPEAKER/INSTRUCTOR AGREEMENT BY AND BETWEEN THE CITY OF DUBUQUE AND LEADERSHIP SHAPERS PTY LIMITED This Agreement ("Agreement") dated for reference purposes the 11 th day of December, 2025, is made and entered into by and between the City of Dubuque, Iowa ("City") and Leadership Shapers Pty Limited, an Australian registered company ("Contractor"). WHEREAS, the City wishes to provide enrichment opportunities to participants; and WHEREAS, the undersigned Contractor possesses skills, background, and qualifications to provide instruction in the enrichment opportunities. NOW, THEREFORE, IT IS AGREED BY AND BETWEEN THE PARTIES AS FOLLOWS: SECTION 1. INDEPENDENT CONTRACTOR. Contractor is an independent contractor contracting with City for the limited purpose of providing enrichment opportunities described in this Agreement. Contractor is not an employee of City. SECTION 2. PERFORMANCE. Contractor will provide enrichment opportunities as follows: Contractor must (i) provide enrichment opportunities at times and locations that are mutually agreed to by City; (ii) perform such instruction in a skillful and competent manner; (iii) comply with all local, state and federal laws during the term of this Agreement; and (iv) maintain the area in which the enrichment opportunities are provided in a clean, safe and orderly manner. SECTION 3. TERM. Contractor has agreed to provide the services at the following times and locations: SECTION 4. EQUIPMENT AND LABOR. Contractor must furnish all tools, equipment, apparatus, supplies and materials ("Contractor's Equipment") unless otherwise agreed to in writing by City. Contractor assumes all risk of loss, damage or harm to Contractor's Equipment arising from or related to with this Agreement. Contractor's Equipment is Contractor's personal property and will remain so at all times during the term of this Agreement and after. SECTION 5. SUPERVISION. Contractor and City will establish appropriate rules for conducting enrichment opportunities and assume responsibility for adequate protection of participants. SECTION 6. CONDUCT. Contractor must provide instruction in a manner that will foster a sense of community, safety, and security. Contractor must conduct himself/herself in a manner consistent with these goals and abide by all the goals, procedures and policies of City. Failure to do so may result in immediate termination of this Agreement. SECTION 7. TERMINATION. This Agreement is terminated when all enrichment opportunities are complete. If this Agreement is terminated early, before all enrichment opportunities are complete, the enrichment opportunities will be prorated, and Contractor will be paid for the completed enrichment opportunities. SECTION 8. FACILITY. Contractor assumes full responsibility for setting up any facility, and cleaning and restoring the facility to its usual condition following the enrichment opportunity. City must always have access to facilities, including when enrichment opportunities are in progress. SECTION 9. HOLD HARMLESS. Contractor will hold the City and its staff harmless from and against any and all claims, liability and causes of action, including negligence by the City, its officers, employees or agents, arising from or related to the performance of this Agreement. SECTION 10. INSURANCE. Prior to the commencement of any enrichment activities, the Contractor shall provide a certificate of insurance demonstrating coverage and indicating policy limits. The City reserves the right to determine what insurance is acceptable. SECTION 11. COMPENSATION. Contractor will be compensated by City according to the attached Exhibit A Schedule of Compensation/Scope of Work. SECTION 12. GOVERNING LAW; VENUE. This Contract shall be governed by the laws of the State of Iowa. Exclusive venue for any action arising out of or related to this Contract shall be the Iowa District Court for Dubuque County, Iowa. CITY OF DUBUQUE, IOWA By: Date: 01 /01 /2026 2 EXHIBIT A COMPENSATION/SCOPE OF WORK SCOPE OF WORK City is purchasing the Complete Mentoring Program Facilitator Pack from Contractor. The program includes the following: • Customizable mentor and mentee training decks, including facilitator guides, for ongoing use. • Complementary one year access to a digital training course for people who miss the in -person sessions. If we choose to continue the digital course access, it will be available for a small annual fee after the first year. • Access to training material updates and enhancements as they are released. • Training and consulting services of Amanda Jones, Director, including: o live train -the -trainer for the Development & Learning Manager, recorded so that it can be used within the organization with future trainers. o review and recommended adjustments/supplements to current City of Dubuque mentoring program materials using the materials from Contractor: ■ best practice guide ■ communications and expression of interest templates ■ mentor/mentee application forms ■ mentor/mentee profile templates ■ mentoring agreement template ■ session guide and powerful questions resources for mentors ■ session log and pulse check templates Program structure & timeline (dates are approximate and can be adjusted based on mutual agreement of the parties): • January- March 2026: Contractor will provide adjustments and supplements to current City program materials as described above. • April 2026 - Contractor will conduct and record train -the -trainer session with City; • April 2026-Citywillconduct training for mentors and mentees. • May 2026 - Contractor will provide expertise and assistance with matching mentors and mentees and launching the program. • June - November 2026: Matched pairs will meet independently; Contractor will provide input into design of three cohort meetings to be facilitated by City during this timeframe. • December 2026: Contractor will provide input into design of program graduation to be facilitated by City. COMPENSATION Compensation for the above scope of work, payable in U.S. dollars, is $5,500 3 Docusign Envelope ID: D97FA051-F8CA-4170-B589-31DOFBFCB854 Wellmark® ►.: Iowa Wellmark Blue Cross and Blue Shield of Iowa is an independent licensee of the Blue Cross and Blue Shield Association. ADMINISTRATIVE SERVICES AGREEMENT WELLMARK BLUE CROSS AND BLUE SHIELD OF IOWA and City of Dubuque, Iowa Agreement Effective Date: July 1, 2025 Form Number: IA WBCBSI LG SF — Customized 6/25/25 Version: 08/24 Docusign Envelope ID: D97FA051-F8CA-4170-B589-31DOFBFCB854 ADMINISTRATIVE SERVICES AGREEMENT THIS ADMINISTRATIVE SERVICES AGREEMENT ("Agreement") is made and entered into effective as of the first day of July, 2025 ("Effective Date"), by and between Wellmark, Inc., doing business as Wellmark Blue Cross and Blue Shield of Iowa, an Iowa mutual insurance company, (herein "Wellmark"), and City of Dubuque, Iowa, an Iowa public entity with its principal location in Iowa (herein "Account"). RECITALS Account is the plan sponsor and plan administrator of a self -funded group health plan within the meaning of and in accordance with applicable federal or state law for its common law employees and other eligible individuals and this Agreement is issued to Account as the "group policyholder". 2. The group health plan is sponsored, funded and designed by Account. Account wishes to enter into a financial arrangement with Wellmark under which Account is solely responsible for the Claims Paid for Covered Services provided to its Members. Wellmark does not assume any financial risk or obligation with respect to the Claims Paid for Covered Services provided to Members of the Plan. 3. Account desires that Wellmark provide administrative services for its self -funded group health plan and Wellmark agrees to provide such services subject to the terms and conditions set forth herein. NOW, THEREFORE, it is hereby agreed as follows: ARTICLE 1 AGREEMENT DEFINITIONS 1.1 "Accountable Care Organization" or "ACO" means a group of health care providers who agree to deliver coordinated care and meet performance benchmarks for quality and affordability to manage the total cost of care for their member populations. 1.2 "Administrative Fee" means the amount per Plan Member that Wellmark charges the Account for Administrative Services and which includes allocations for Wellmark's cost of administering the Plan, general operating costs, and profit margin. The monthly Administrative Fee is shown on Exhibit "A", Administrative Fees, Network Access Fees, Other Fees, attached to this Agreement and incorporated by this reference. 1.3 "Administrative Services" means those services to be performed by Wellmark for Account or for the Plan under this Agreement, as specifically described in Article 3 of this Agreement. Administrative Services expressly exclude any services for the administration of continuation health coverage under the plan pursuant to COBRA or similar Applicable Law, except as may be specified in a COBRA Administrative Services Agreement or Addendum. 1.4 "Affordable Care Act" or "ACA" means the Patient Protection and Affordable Care Act, enacted March 23, 2010, and the Health Care and Education Reconciliation Act, as amended, (collectively, "ACA"), including implementing regulations. IA WBCBSI LG SF 1 Version: 08/24 Docusign Envelope ID: D97FA051-F8CA-4170-B589-31DOFBFCB854 1.5 "Agreement" means this Administrative Services Agreement, including all Exhibits, Benefits Document(s), amendments, Plan Member enrollment form(s), Fixed Fee Guarantee, and any COBRA Administrative Services Agreement or Addendum. This Agreement also incorporates by this reference the terms of the HIPAA Business Associate Agreement entered into between Wellmark and the Plan and Insurance Schedule "J" completed by Account. 1.6 "Amounts Not Covered" means the amounts that are the liability of the Member under the Plan. These include charges for services that are not covered by the Plan, charges for services that are determined to be not medically necessary, reductions in benefits for the Member's failure to follow the Plan's notification requirements, and charges for services that have reached a Plan maximum. Amounts Not Covered does not include amounts that are the responsibility of a health care provider in accordance with the terms of the provider's services contract with Wellmark. 1.7 "Applicable Law" means applicable federal statutes, regulations, and regulatory guidance, as well as applicable statutes, regulations, and regulatory guidance enacted, promulgated or issued by the state identified in section 10.12. Applicable Law may include, but is not limited to, ERISA, the ACA, HIPAA, COBRA, federal mental health parity requirements, the Transparency in Coverage final rule (85 Fed. Reg. 72158), the federal No Surprises Act, and the Consolidated Appropriation Act, 2021 ("CAA"). 1.8 "Benefits Document" means the written document(s) available to Members that describe and define the terms, benefits, and limitations of the Plan and may be titled Benefits Certificate, Coverage Manual, or something similar. Account may at its option incorporate the Benefits Document into its ERISA Summary Plan Description. 1.9 "Care Coordinator Fee" means a fixed amount paid by a Host Blue to providers periodically for Care Coordination under a Value -Based Program. "Care Coordination" is organized, information -driven patient care activities intended to facilitate the appropriate responses to a Member's health care needs across the continuum of care. 1.10 "Claims Paid" means the dollar amount of Wellmark's payment on behalf of the Account for Incurred Claims. 1.11 "COBRA" means the group health coverage continuation provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, including implementing regulations and similar state or federal laws. 1.12 "Confidential Information" means all non-public confidential or proprietary information, in any form, delivered or made available or otherwise accessed, collected, processed, stored, or transmitted (whether pursuant to this Agreement or otherwise) by one party or its affiliates, directors, officers, employees and agents (the "Disclosing Party") to the other party, its affiliates, directors, officers, employees and agents (the "Receiving Party"). Confidential Information shall include, but not be limited to, Member information (including names, addresses and Social Security numbers), Protected Health Information, personally identifiable information, medical records, Plan claims data, payment data, and Wellmark Confidential Information. Confidential Information shall not include information which (a), at the time of disclosure, is available to the general public; (b) becomes at a later date available to the general public through no fault of Receiving Party and then only IA WBCBSI LG SF 2 Version: 08/24 Docusign Envelope ID: D97FA051-F8CA-4170-B589-31DOFBFCB854 after such later date; (c) Receiving Party can demonstrate was in its possession before receipt from Disclosing Party; (d) Receiving Party can demonstrate was independently developed; or (e) is disclosed to Receiving Party without restriction on disclosure by a third party who has the lawful right to disclose such information. 1.13 "Covered Charges" means the dollar amount a health care provider bills a Member or Wellmark for Covered Services in accordance with the terms of the Benefits Document. 1.14 "Covered Services" means the medically necessary health care services provided to a Member as described in and covered by the applicable Benefits Document. 1.15 "Employer Consulting and Well-being Services" means certain information and tools meant to help Members improve health, increase productivity and decrease absenteeism, and/or assisting employers with creating well-being solutions or wellness programs at their worksites for their Members. These services may include an online wellness center and wellness assessment; paper wellness assessment; telephonic health coaching; wellness screenings (biometrics); tobacco cessation coaching; wellness challenges; health program referrals; or debit card redemption. 1.16 "ERISA" means the Employee Retirement Income Security Act of 1974, as amended, including implementing regulations. 1.17 "Global Payment/Total Cost of Care" means a payment methodology that is defined at the patient level and accounts for either all patient care or for a specific group of services delivered to the patient such as outpatient, physician, ancillary, hospital services, and prescription drugs. 1.18 "Grandfathered Health Plan" or "Non-Grandfathered Health Plan" mean the same as such terms are used in the ACA. 1.19 "Health Services" means educational and informational care management services Wellmark may provide to Members designed to encourage Members' good health and help them make better health care decisions. Health Services are not clinical services. These services may include, but are not limited to, BeWell 24/7, pregnancy support, care management, or other programs. 1.20 "HIPAX means the Health Insurance Portability and Accountability Act of 1996, as amended, including implementing regulations. 1.21 "Host Blue" means the local Blue Cross and/or Blue Shield plan or licensee in a geographic area outside of the Wellmark service area. 1.22 "Incurred Claims" means claims for payment of health care services that are provided to Members pursuant to the Plan with a date of service during the Rating Period. Notwithstanding the foregoing, Incurred Claims shall not include any claims for payment of health care services for which Account has separately negotiated coverage and/or payment arrangements directly with providers, unless Wellmark has agreed to and is a party to such coverage/payment arrangement. IA WBCBSI LG SF 3 Version: 08/24 Docusign Envelope ID: D97FA051-F8CA-4170-B589-31DOFBFCB854 1.23 "Incurred Date" means the date health care services are provided to Members. With regard to inpatient hospital or facility services, the date of the Member's admission to the facility is considered as the Incurred Date. 1.24 "Maximum Allowable Fee" means a dollar amount Wellmark establishes using various methodologies for Covered Services and supplies. For Covered Services, this amount is developed from various sources, such as charges billed for the same service or supply by most health care providers within Iowa, economic indicators, or relative value indices developed or approved by Wellmark, and is based on the network participation and simplicity or complexity of the service provided. For medical services received outside of Iowa or South Dakota, the Maximum Allowable Fee is either determined in accordance with the section of this Agreement entitled Out -of -Area Services or is the amount as described in the preceding sentence. For all dental procedures covered under this Agreement, the fee schedule is developed based on Wellmark's contracts with dentists, input from its dental consultants, and the charges billed for the same procedure by dentists in Iowa. 1.25 "Member" means a person, including a Plan Member's spouse or eligible dependent children, who is eligible and enrolled to receive health benefits under the terms of the Plan as determined and identified by Account. 1.26 "Network Access Fee" means the amount charged to Account to gain the collective advantages of the network of providers with which Wellmark, a Host Blue, or any subcontractor of either, has contracted for the provision of Covered Services. The fee is a monthly amount as shown on Exhibit "A", and may include funding for provider incentives. There shall be no Network Access Fee for dental benefits. A portion of the Network Access Fee may include an allocation for administrative expenses above the Administrative Fee. 1.27 "Network Savings" means the amount saved due to payment arrangements between Wellmark or a Host Blue and health care providers. It is generally calculated as the difference between the Covered Charge and the Maximum Allowable Fee. This result is then added to any other reductions in the liability to a provider pursuant to a contract between Wellmark and the provider, including, but not limited to, reductions for failure to satisfy any notification requirements and medical necessity determinations. If the amount paid to a provider on any claim exceeds the Covered Charges, the Network Savings may be reflected as a negative dollar amount on Account's bill. 1.28 "Patient -Centered Medical Home" or "PCMH" means a model of care in which each patient has an ongoing relationship with a primary care physician who coordinates a team to take collective responsibility for patient care and, when appropriate, arranges for care with other qualified physicians. 1.29 "Plan" means the group health plan or plans established, sponsored and maintained by Account, the terms of which are described in the applicable Benefits Document. 1.30 "Plan Member" means a common law employee or other individual identified by Account as a person eligible and enrolled to receive health benefits under the Plan subject to the terms, conditions, and limitations described in the Plan documents and who is the applicant on a completed enrollment form that has been provided to and accepted by Wellmark. IA WBCBSI LG SF 4 Version: 08/24 Docusign Envelope ID: D97FA051-F8CA-4170-B589-31DOFBFCB854 1.31 "Plan Year" means the year designated by the plan sponsor as the plan year in the plan document or as set forth on Exhibit "A". 1.32 "Protected Health Information" or "PHI" means the same as the term "protected health information" in 45 CFR §160.103. 1.33 "Provider Incentive" means an additional amount of compensation paid to a health care provider, based on the provider's compliance with agreed -upon procedural and/or outcome measures for a particular population of covered persons. 1.34 "Rating Period" means the period of time set forth on Exhibit "A" or the most recent revision to Exhibit "A". 1.35 "Shared Savings" means a payment mechanism in which the provider and payer share cost savings achieved against a target cost budget based upon agreed upon terms and may include downside risk. 1.36 "Value -Based Program" means an outcomes -based payment arrangement and/or a coordinated care model facilitated with one or more local providers that is evaluated against cost and quality metrics/factors and is reflected in provider payment. 1.37 "Wellmark Confidential Information" means any Confidential Information with respect to Wellmark's systems, procedures, methodologies and practices used by Wellmark in connection with claims processing, claims payment or utilization management, together with the fees, terms, claim specific financial data, including but not limited to allowed amount, coinsurance amount, copayment amount, deductible amount, dispensing fee paid, ingredient cost paid, amount paid, claims submitted paid amount; payment arrangements, discounts with providers and pharmacies, rebates, and related information, as well as any strategic and competitively sensitive information and trade secrets, policies, procedures, and processes of Wellmark, the Blue Cross Blue Shield Association and its licensees. ARTICLE 2 RESPONSIBILITIES OF ACCOUNT 2.1 Group Health Plan Compliance. Account is the plan administrator and plan sponsor of the Plan for purposes of this Agreement and Applicable Law, and is responsible for group health plan design, eligibility, and compliance. Account will exercise its responsibilities in the time required by law and has full responsibility for all of the following: a. Maintaining the Plan, determining Plan design, and funding payment of Claims Paid; b. Determining eligibility criteria for Members subject to certain Wellmark enrollment guidelines, including the requirements for locations or Members located outside of Iowa; Account is responsible for enrolling and canceling individuals in the Plan in accordance with such criteria and agrees to terminate coverage promptly for ineligible individuals; IA WBCBSI LG SF 5 Version: 08/24 Docusign Envelope ID: D97FA051-F8CA-4170-B589-31DOFBFCB854 C. Designating the Plan Year for the Plan; Complying with all Applicable Laws, reporting and disclosure requirements related to this Agreement and applicable to Account as sponsor of a group health plan, including compliance with any applicable non-discrimination laws in connection with the plan, including but not limited to the following: furnishing Members with Plan documents or notices as may be required by law, including the summary of benefits and coverage ("SBC"), any notice of material modification, employer notice of the availability of coverage options under the health insurance marketplace, and applicable HIPAA notices relating to health coverage portability such as the Special Enrollment Notice. Account will also: (i) make available to Members on request the uniform glossary of insurance -related terms; (ii) comply with any applicable non-discrimination laws in the design and administration of the Plan; (iii) comply with the Mental Health Parity and Addiction Equity Act ("MHPAEA") including, without limitation, MHPAEA's requirements on Non - Quantitative Treatment Limitations on mental health and substance use disorder benefits; (iv) to the extent Account has a public website, post the machine readable file link supplied by Wellmark on its public website; (v) to the extent Account has a public website, comply with balance billing disclosure posting requirements under Applicable Law; and (vi) furnish all notices and fulfill all requirements with regard to COBRA continuation coverage for the Plan, except to the extent any COBRA administration requirements have been expressly delegated to and agreed upon with Wellmark in a COBRA Administrative Services Agreement or Addendum; e. Reviewing and approving promptly templates or drafts of Benefits Document(s) reflecting the Plan design, eligibility and benefit information Account provides to Wellmark. Account is responsible for reviewing the draft Benefits Document(s) promptly, typically within thirty (30) days of receiving the draft document(s), and determining to Account's satisfaction that the document(s) meet all of Account's legal and business obligations and advising Wellmark of any necessary revisions or approval. The absence of Account's express timely approval of any Benefits Document(s) provided by Wellmark will be considered Account's approval that the draft documents are consistent with benefit information provided by Account, and Wellmark will administer the benefits in accordance with the proposed documents. Once in final form, Account will make the Benefits Document(s) available to Plan Members; Making final determinations regarding claims, claims internal appeals, or claims exceptions, except to the extent expressly delegated to, and accepted by, Wellmark in Sections 3.1 and 3.7 of this Agreement; g. Providing to Wellmark written notice of benefit selections, limitations, and exclusions, changes in the benefits at renewal, or material modifications at any time during the Rating Period. Account shall provide such notice(s) in the time and manner required by Wellmark to fulfill the issuance of SBCs, preparation of Benefits Document templates, or the issuance of other required notices within the time required by law; h. If the coverage of any Member is terminated retroactively, Account represents that it either has not collected any premium contribution from the retroactively IA WBCBSI LG SF 6 Version: 08/24 Docusign Envelope ID: D97FA051-F8CA-4170-B589-31DOFBFCB854 terminated Member, or has refunded any premium contribution to the retroactively terminated Member, for the period following the effective date of the termination; Payment of any state premium tax, use tax, or similar tax, or any similar benefit or Plan -related charge, tax, surcharge or assessment, however denominated, that may be assessed on the Plan or related to the administration of the Plan, including any penalties and interest payable with respect thereto; Compliance with any income and employment tax withholding, depositing, and reporting obligations (including state or federal income tax withholding, FICA tax withholding, employer, FUTA taxes, and Form W-2 wage reporting) applicable to rewards incentives or value-added benefits that may be provided under this employer -sponsored group health plan to Members covered under the Plan. Account is responsible for including the value of any such incentives or value- added benefits as reported by Wellmark to Account in the applicable employees' wages for federal or state income tax, employment tax, and Form W-2 reporting purposes; Account shall maintain a process for external review of final internal adverse benefit determinations as required by ACA, except to the extent expressly delegated to, and accepted by, Wellmark in this Agreement; and Calculating, reporting, and payment of any fees and assessments, however denominated, required for all group health plans under ACA. m. Supplying information requested by Wellmark in the time, form, format, and manner required by Wellmark to assist Wellmark in filing the reports identified in Sections 3.1(h) and 3.1(i) on Account's behalf; provided, however, that Account must give Wellmark notice by March 1 st if Account will file all or any part of such reports due in that calendar year directly with the Centers for Medicare and Medicaid ("CMS"). 2.2 Enrollment Information; Social Security Number Reporting; Information Requirements. Account agrees to furnish Wellmark with reports, data, and information, including but not limited to, eligibility, enrollment information, physical home address, and Social Security number for each Member, benefit selection or benefit changes for the Plan, claims history, and information necessary for the administration of the Plan. Account shall provide all such information in a time, form, format, and manner required by Wellmark and is responsible for the timeliness, integrity, retention, and accuracy of information and records provided to Wellmark. Wellmark shall be entitled to rely upon such information in determining any person's rights to benefits under the Plan, in making required filings with state or federal government agencies, and in discharging its responsibilities under this Agreement. Account recognizes that its timely, accurate, and complete reporting of the information set forth in this section is necessary for Wellmark to perform its obligations under this Agreement and that should reporting be inaccurate, untimely, or incomplete, Wellmark shall be excused from the performance of the Administrative Services affected by such inaccuracy or delay. Account shall provide Wellmark with eligibility or enrollment information in a standard medium and layout using Wellmark's proprietary format, the HIPAA ANSI 834 standard format, or an application such as BluesEnroll, unless the parties agree in writing to a non - IA WBCBSI LG SF 7 Version: 08/24 Docusign Envelope ID: D97FA051-F8CA-4170-B589-31DOFBFCB854 standard format or application. Account acknowledges that it may be responsible for additional fees if it uses a non-standard format or if Wellmark is required to perform a comparison study of the full eligibility file. 2.3 Account Representation Regarding Eligibility; Notice of Persons Eligible for Coverage; Changes in Eligibility. Account represents to Wellmark that the terms of any eligibility criteria, conditions, and/or waiting period imposed under the Plan are, and shall be for so long as this Agreement is in effect, in compliance with all Applicable Laws, including specifically, the prohibition on excessive waiting periods. Account shall enroll persons eligible for coverage in the Plan in advance of each person's effective date of coverage and shall provide Wellmark with each person's name, Plan selection, Social Security number, and other required identifying information. Account shall provide all initial enrollment information in advance of the Effective Date of this Agreement. As new persons become eligible, or as eligibility changes occur, including any special enrollment events that require a person to be offered coverage or changed to a different enrollment status such as COBRA, Account shall provide Wellmark with updated required information as such changes occur. Account shall provide Wellmark with enrollment updates no less often than weekly and in advance of the effective date of the change if possible. No requested eligibility, enrollment or coverage change shall be effective any earlier than three (3) months prior to the date Wellmark receives the required notice from Account. 2.4 Notice of Persons Terminated or No Longer Eligible for Coverage; Account's Liability for Claims Paid. Account shall notify Wellmark of any person's termination or ineligibility for coverage under the Plan in advance of the effective date of the change if possible, but in any event no later than three (3) months following the requested date of coverage termination. No requested coverage termination shall be effective any earlier than three (3) months prior to the date Wellmark receives the required notice from Account. If Incurred Claims have been paid prior to the date Wellmark is notified of the coverage termination for services after the effective date of a Member's termination and those payments are not or cannot be recouped, Account shall be responsible for the Claims Paid prior to the date Wellmark is notified of the coverage termination. 2.5 Medicare Secondary Payer ("MSP"). Federal law mandates coordination of health care benefits in certain instances where a Member is covered under both a group health plan and Medicare. Proper coordination of benefits in this context depends on obtaining and maintaining accurate and timely information regarding such dual health coverage. Pursuant to contract and Applicable Law, Wellmark provides information to Centers for Medicare and Medicaid Services ("CMS") regarding such dual health coverage for Members and Account's enrollment on a quarterly or more frequent basis. Account is solely responsible for compliance with MSP laws and other requirements and shall gather and timely provide information to Wellmark regarding Account's size and status and Employer Identification Number ("EIN")(s), or concerning the Medicare enrollment of Members, Plan enrollment, and related information (including, without limitation, Member Social Security numbers), or such other information as requested by Wellmark for inclusion on the Confirmation of MSP form submissions and other disclosures. Wellmark shall use all such information provided by Account to properly coordinate medical and pharmacy benefits administered by Wellmark or a Wellmark- contracted vendor on behalf of Account with Medicare as required by law. In the event Account does not timely provide such information to Wellmark, Account shall be solely responsible for its non-compliance with MSP laws and other requirements, including, IA WBCBSI LG SF 8 Version: 08/24 Docusign Envelope ID: D97FA051-F8CA-4170-B589-31DOFBFCB854 without limitation, any damages, losses, taxes, interest charges, and administrative penalties (including, without limitation, any civil money penalties) that may be assessed or otherwise result in connection therewith (including, without limitation, any claims by Members, providers or other claimants), and mistaken payments to CMS on behalf of Medicare enrolled Members. Wellmark will not coordinate with Medicare with respect to benefits that are administered by a third party vendor other than Wellmark or a Wellmark- contracted vendor, and Account is solely responsible for coordinating benefits administered by such outside services vendor(s) with Medicare as required by law. 2.6 Stop Loss Insurance Coverage. Account is solely responsible for the Claims Paid for Members of the Plan. Account may at its option separately purchase stop loss insurance coverage, which shall be reflected in a separate policy. If Account purchases stop loss insurance coverage from a carrier other than Wellmark, Inc., Account shall advise Wellmark of the terms of such coverage and Account shall be solely responsible for all reporting, submission of claims, payment of premiums, and any other obligation required by its stop loss policy with the other carrier. If Account purchases stop loss insurance coverage from a carrier other than Wellmark, Inc., Account is also solely responsible for ensuring that such stop loss coverage is consistent with Account's benefits documents and Wellmark's administration thereof. Upon request Wellmark will provide Account with standard stop loss reports for Account to file stop loss insurance claims with its stop loss carrier. 2.7 Outside Services Vendor(s) to the Plan. If Account arranges for health plan administration services for the Plan from vendor(s) other than Wellmark or a Wellmark- contracted vendor, such as, for example, pharmacy benefits management services or telehealth management services, Account shall be responsible for compliance with laws, the accuracy and submission of reports, claims data reporting, payments, and for any other obligation required by its vendor agreements. If Account requires its vendor to submit claims for Covered Services to Wellmark, such vendor shall also enter into an agreement with Wellmark that requires vendor to comply with Wellmark's claims procedures. If Account or the Plan requires coordination or health plan accumulations between its third party vendor's administration and the health plan administration provided by Wellmark, Account shall be responsible for providing Wellmark with all enrollment information and claims or payment data reasonably necessary for Wellmark to provide Administrative Services under this Agreement. ARTICLE 3 WELLMARK'S RESPONSIBILITIES 3.1 Determination of Claims; Administrative Services. During the Term of this Agreement and subject to Account's payment to Wellmark, when due, of the charges for Claims Paid and other fees specified in this Agreement, Wellmark shall provide Administrative Services as specified in this section as follows: a. Wellmark shall provide Account with an electronic draft of Benefits Document(s) with the plan design and Member eligibility criteria information determined by Account and communicated to Wellmark, for Account's review and approval as required by Section 2.1(e), setting forth the benefits, terms and conditions of the Plan. If elected by Account, Wellmark will print Benefit Documents at Account's expense. Delivery of Benefits Documents to Members remains Account's responsibility; IA WBCBSI LG SF 9 Version: 08/24 Docusign Envelope ID: D97FA051-F8CA-4170-B589-31DOFBFCB854 b. Wellmark shall provide access to a network(s) of health care providers, and shall make information about the network and network providers available to Members, and shall administer a provider directory response protocol, all in compliance with Applicable Laws; C. Wellmark shall prepare, print, and deliver identification cards to Plan Members; Wellmark will perform its Administrative Services specified in this Agreement in compliance with Applicable Laws, including, but not limited to, compliance with retention of records laws and non-discrimination in health plan administration laws; e. Wellmark shall make available to Account forms of ACA or HIPAA required notices, including the summary of benefits and coverage ("SBC") and applicable HIPAA notices relating to health coverage portability such as the Special Enrollment Notice. Wellmark shall make available the uniform glossary of insurance -related terms; Subject to Section 6.1(c), Wellmark shall administer benefits and process Incurred Claims for health care services furnished Members in accordance with the terms, limitations and conditions set forth in the Plan, the Benefits Document(s), this Agreement, Applicable Laws, the terms of the applicable provider agreements, and the claims administration and medical policies of Wellmark, all of which may be revised from time to time. Processing of claims may include payment by Wellmark on behalf of Account; reporting of benefits to providers or Members, coordination of benefits, participation in the negotiation and Independent Dispute Resolution process under the federal No Surprises Act on behalf of Account and in consultation with Account where Wellmark recommends a higher offer amount on a claim in IDR than the initial payment amount, and may include monitoring, detection, investigation, and recovery (including recovery based on extrapolation of claims) of potentially wasteful, abusive or fraudulent Incurred Claims submitted by providers or Members. Processing of claims may require, from time to time, and as Wellmark determines is necessary and appropriate, in accordance with the terms, limitations and conditions set forth in the Plan, the Benefits Document(s), this Agreement, Applicable Laws, the terms of the applicable provider agreements, and the claims administration and medical policies of Wellmark, the adjustment of previously paid or denied claims resulting in either recovery of Claims Paid or additional payment of benefits. Adjustments to processed claims are generally not initiated by Wellmark more than eighteen (18) months after the Incurred Claim was first processed. If a Claim Paid adjustment results in a recovery of a prior payment, Wellmark shall credit Account for such adjustments to the extent of the amount recovered. Notwithstanding the preceding three sentences and except as provided in Sections 2.3 and 2.4 of this Agreement, Wellmark shall not be required to reprocess claims as a result of any changes made to information relating to a Member or the Member's benefits unless (i) in addition to submitting changes to Wellmark, Account expressly requests in writing that Wellmark reprocess specific Member claims; and (ii) such reprocessing does not extend beyond eighteen (18) months prior to the date Wellmark receives Account's request; IA WBCBSI LG SF 10 Version: 08/24 Docusign Envelope ID: D97FA051-F8CA-4170-B589-31DOFBFCB854 g. Wellmark shall comply with public rate and payment information access requirements, balance billing disclosure requirements, and cost -sharing information disclosure requirements pursuant to Applicable Laws; h. Conditioned on Account supplying requested information as required in Section 2.1(m) or opting out of such services by March 1 st of the reporting year, Wellmark will annually report Account's information in an aggregated manner on Schedules D-1 and D-2 that Wellmark files with CMS as required by Section 204 of the CAA and in accordance with Applicable Laws. To the extent that Account obtains pharmacy benefit administrative services through Wellmark, Wellmark will directly or indirectly, through its pharmacy benefits manager, annually report Account's pharmacy benefit information in an aggregated manner on Schedules D-3 through D-8 in accordance with Applicable Laws. If Account does not obtain pharmacy benefit administrative services through Wellmark, Account is responsible for directly filing or ensure its pharmacy benefits manager files Schedules D-3 through D-8 on Account's behalf. Conditioned on Account supplying requested information, if any, as required in Section 2.1(m), Wellmark will annually report Account's air ambulance information as required by Applicable Laws. Wellmark shall provide explanation of benefits to Plan Members in compliance with Applicable Law. Wellmark shall maintain a single -level internal appeal procedure for Members to appeal adverse benefit determinations in accordance with the requirements of the Plan and Applicable Law. Wellmark shall also maintain a procedure for processing external review requests of final internal adverse benefit determinations with appropriate independent review organizations ("IROs"), pursuant to the requirements of the Plan and Applicable Law. All fees and costs for external review billed by IROs will be billed to Account in the amounts billed by the IRO; and To the extent that Account has delegated discretionary authority to Wellmark, Wellmark shall exercise its discretion to make determinations in connection with the administration of this Agreement and the Plan including, without limitation, determinations regarding whether health care services are medically necessary in accordance with Plan terms or whether charges for health care services are reasonable. Wellmark shall make determinations that are not arbitrary or capricious and such determinations shall be final and conclusive to the extent permitted by this Agreement, the terms of the Benefits Document, any direction given by Account, and by law. 3.2 Health Services. Wellmark may, at its sole discretion, offer or arrange for various proprietary Health Services to be available to Members or purchased by Account for its Members. Such services that may be offered include those services, if any, specifically selected or purchased by Account for a fee as shown on Exhibit "A" attached to this Agreement. Health Services and their content are proprietary to Wellmark or its vendors, and may not be duplicated, modified or used for the benefit of any third party. Account does not have any right, title or interest in or to the Health Services or the intellectual property underlying such Health Services. Wellmark reserves the right to change, replace, IA WBCBSI LG SF 11 Version: 08/24 Docusign Envelope ID: D97FA051-F8CA-4170-B589-31DOFBFCB854 or discontinue Health Services from time to time without notice or amendment of this Agreement. 3.3 Employer Consulting and Well -Being Services. To the extent that Account has purchased Employer Consulting and Well -Being Services for a fee as shown on Exhibit "A", Wellmark shall provide such Employer Consulting and Well -Being Services to Account and Members. Such Employer Consulting and Well -Being Services will be provided in accordance with the written direction of Account. Account is responsible for the design and implementation of its employer -sponsored wellness program and shall comply with all Applicable Laws in connection with such programs. 3.4 Value -Added Services; Identity Protection. Wellmark, at its sole discretion, may offer or arrange for value-added services or benefits for Account and its Members, including, for example, Member Identity Protection services from a third party vendor. Identity Protection services are offered at no additional charge to Account or Members. Account may at its option accept or reject Identity Protection services for its Members. Value-added services are not insurance coverage, and Wellmark reserves the right to change, replace, or discontinue value-added services, including identity protection, from time to time without notice or amendment of this Agreement. 3.5 IRS Form 1095 Reporting. At the written request of Account, Wellmark will provide certain coverage information for purposes of Account's Form 1095-C or 1095-B reporting, whichever is applicable, to the Internal Revenue Service. Wellmark does not guarantee the accuracy or completeness of the information provided, and expressly disclaims any liability for any penalties or costs that may be incurred due to alleged or actual inaccuracy or incompleteness, including but not limited to information reporting or other penalties that may be imposed if such information is relied upon or used in conjunction with any tax or other regulatory filing. Wellmark does not provide federal or state legal or tax advice, and does not prepare or otherwise assist in preparing, in any way, any federal or state tax returns or reports on behalf of its customers, including but not limited to IRS Form 1095- C or 1095-B. Account assumes all liability in connection with the preparation of such documents and has the responsibility to consult with its own legal or tax advisors for information or assistance. 3.6 Third Party Liability Recovery Services. Wellmark shall provide Account with subrogation and third party liability recovery services for Claims Paid while this Agreement is in force, and for a period of twelve (12) months following termination of the Agreement. Wellmark has no obligation to initiate subrogation or third party liability recovery services after the twelve (12) month run -out period described in Section 8.6. Following such run - out period, Wellmark will forward any open recovery file information to Account's third party recovery vendor. Account's third party recovery vendor may continue to pursue files and shall work directly with Account to return any funds recovered. In no event shall Wellmark be obligated to adjust any claims in Wellmark's claims system in order to effect recovery, including but not limited to most accepted workers' compensation claims. While this Agreement is in force and during the run -out period, the nature and extent of Wellmark's efforts to pursue subrogation and third party liability recovery are within the sole discretion of Wellmark. Such recovery services may include all steps necessary to recover Claims Paid that may be found to be the liability of a third party or other insurance carrier. The Account shall be responsible for all fees or costs, including the fees and costs of any third party utilized by Wellmark to perform third party liability recovery services, IA WBCBSI LG SF 12 Version: 08/24 Docusign Envelope ID: D97FA051-F8CA-4170-B589-31DOFBFCB854 incurred in the recovery process, with those costs and fees first paid from any funds recovered and the net amount only credited to Account's Claims Paid amounts. The fees for Wellmark's primary vendor providing third party liability recovery services are described on Exhibit "A" to this Agreement. Account acknowledges that its stop loss carrier, if applicable, has priority of any recovery in the event the Claims Paid exceed the stop loss attachment or deductible level and there is insufficient recovery to reimburse the stop loss carrier and Account in full. If the Claims Paid exceeds $25,000 for a Member, Wellmark shall notify Account prior to settlement and the Account shall approve, in writing, any proposed settlement. For all other matters, Account shall accept any such recoveries as negotiated by Wellmark as payment in full and the determination of the recovery amount is within the sole discretion of Wellmark. To facilitate recoveries for matters where the subrogation amount equals or exceeds $25,000, the Account will make available a person with the authority to provide instruction to Wellmark. Wellmark can also make available, upon request, a report, on a quarterly basis, that lists subrogation matters where the Claims Paid amount exceeds $25,000. Account may not use the approval process to waive recovery of any funds for which Wellmark has priority of recovery as the stop loss carrier. In the event retention of counsel is necessary to pursue recovery, Account shall be responsible for the attorney fees. Such fees shall first be deducted from the gross amount recovered and the third party recovery vendor's fee shall be calculated on the reduced amount. If there is no recovery, the third party recovery vendor will remain responsible for the attorney fees. Wellmark has sole discretion with regard to the choice of counsel to pursue third party liability recovery. Wellmark may choose to allow a Member's counsel to represent the Account's recovery interest. However, if the fee charged for collection of the recovery interest by legal counsel retained by the Member exceeds the prevalent fees for such services, Wellmark shall not authorize pursuit or settlement of the claim by said Member's attorney or payment of that attorney's fee without Account's written authorization. Further, if in the opinion of Wellmark, recovery of funds shall not offset the costs associated with such recovery, or recovery of the funds is not otherwise practicable, Wellmark shall inform the Account in writing of its opinion. Thereafter, unless the Account directs otherwise, Wellmark shall not further pursue the claim. In the event Account directs Wellmark to pursue Account's interest notwithstanding Wellmark's notice to Account of its opinion that the recovery shall not offset the involved costs, Account shall be responsible for all attorney's fees and costs incurred by Wellmark to pursue recovery, including the reasonable cost of Wellmark's staff time as determined by Wellmark. Wellmark does not guarantee the recovery of funds and nothing in this section or Agreement obligates Wellmark to participate in or initiate any third party liability recovery efforts or litigation to recover Claims Paid. 3.7 Discretionary Authority. Account delegates to Wellmark the authority to determine claims for benefits and to determine internal appeals of adverse benefit determinations of Members, provided such determinations are consistent with the terms, limitations and conditions set forth in the Plan as provided by Account, the Benefits Document(s), this Agreement, Applicable Laws, the terms of the applicable provider agreements, and the claims administration and medical policies of Wellmark, unless otherwise directed in writing by the Account. In making decisions regarding claims for benefits and appeals of denied claims, Wellmark shall have discretionary authority only to the limited extent necessary to construe and interpret the terms of the Plan and to determine whether a claim is properly payable under the Plan. Notwithstanding anything in this Agreement to IA WBCBSI LG SF 13 Version: 08/24 Docusign Envelope ID: D97FA051-F8CA-4170-B589-31DOFBFCB854 the contrary, Account shall have full responsibility for Plan design, for making any and all determinations whether an individual has satisfied the Account's requirements to be an eligible Member, and for making any determination regarding an individual's eligibility for continued coverage pursuant to COBRA. 3.8 Fixed Fee Guarantee. Wellmark shall provide a fee guarantee as described in the Fixed Fee Guarantee Exhibit, attached to this Agreement and incorporated into this Agreement by this reference. ARTICLE 4 BILLING AND PAYMENT 4.1 Billing; Account's Payment to Wellmark. Account authorizes Wellmark and Wellmark agrees to process Incurred Claims as received, in accordance with the terms, limitations and conditions set forth in the Plan, the Benefits Document(s), this Agreement, Applicable Laws, the terms of the applicable provider agreements, and the claims administration and medical policies of Wellmark. Wellmark shall bill Account for Claims Paid, Network Access Fee, Administrative Fee, and other fees, based on the billing and payment method and fees set forth on Exhibit "A", attached to this Agreement. Any adjustments in fees due to membership or eligibility changes shall be reflected on the billing for the month in which the membership or eligibility change is made. Adjustments to Network Access Fee, Administrative Fee, and other fees, billed on a per Plan Member or per Member basis, shall be limited to a period of three (3) months prior to the date Wellmark processes the Member eligibility change. Wellmark shall provide a bill to Account that shows the amounts due and, if applicable, the amounts of any weekly payments received by Wellmark and other credits during the preceding month. Account shall promptly pay Wellmark at Wellmark's office, the total amount due, no later than the due date on the bill. Such payment may be made by wire transfer, electronic (ebilling) payment, or automatic funds withdrawal. If Account elects automatic funds withdrawal, it shall execute the necessary authorization. If Account elects to authorize automatic funds withdrawal from a deposit account, the automatic withdrawal will change to correspond with the applicable billing, including applicable taxes or fees. Account's authorization for automatic funds withdrawal shall include authorization for automatic withdrawal of any changed amount unless Account calls or provides its bank with written notice not less than three (3) business days before a scheduled withdrawal to stop the payment. Account will be responsible for any fee assessed by its bank for stop -payment orders made by Account. 4.2 Late or Returned Payments; Interest Charge. All payments from Account to Wellmark must be paid on time and when due in accordance with Section 4.1. If the Account fails to make payments in full when due, Wellmark may in its discretion do any or all of the following: impose interest or late fees; setoff late payments from other amounts that may be due to Account under the Agreement; stop the payment of all Incurred Claims for Members, regardless of the Incurred Date; require an alternative billing and payment method; or require an alternative financial arrangement. Payments not made when due shall include an interest charge on the outstanding amount from the due date until payment is made in full at the then current prime rate as published in the Midwest edition of The Wall Street Journal plus two percent (2%) per annum. If Account's payment is IA WBCBSI LG SF 14 Version: 08/24 Docusign Envelope ID: D97FA051-F8CA-4170-B589-31DOFBFCB854 returned for insufficient funds, Wellmark reserves the right to impose additional fees, to the extent the additional fees are permitted by Applicable Laws. The acceptance by Wellmark of any late payments or partial payments shall not constitute a waiver of any rights under this Agreement. If Account fails to make payments when due for two or more consecutive months, Wellmark may impose additional late fees of up to eighteen percent (18%) per annum. ARTICLE 5 CONFIDENTIAL INFORMATION; REPORTING; EXAMINATION OF RECORDS 5.1 Use and Disclosure of Confidential Information and Protected Health Information. The rights and responsibilities of the parties and permitted uses and disclosures with respect to Protected Health Information shall be set forth in the separately executed Business Associate Agreement. If Account desires access to a Member's mental health information, Account shall file an applicable statement with the Iowa Insurance Division or have its employees or agents sign a statement indicating awareness that Members' mental health information shall not be used or disclosed, except in accordance with the provisions of Iowa Code Section 228.7. If Account utilizes third party vendors to provide any administrative services to the Plan and directs Wellmark to provide or exchange any Confidential Information or PHI with such vendors, Account agrees to the following additional provisions: (a) Account represents it has the legally required business associate and data security agreements in place with such third party vendors, and (b) Account agrees that third party must enter into a confidentiality and data use agreement with Wellmark, which will include restrictions reasonably designed to limit public disclosure of Wellmark Confidential Information, and requires third party to return or remove the Wellmark Confidential Information from third party's systems or database when Account's relationship with Wellmark terminates or when Account's relationship with third party vendor terminates. 5.2 Non -Disclosure of Confidential Information. a. Subject to the terms of the Business Associate Agreement and Section 5.1 and as permitted by Applicable Law, the Receiving Party will: (i) not disclose Confidential Information to any third party that is not an agent, consultant or business associate to Receiving Party without the written authorization of the Disclosing Party; (ii) restrict disclosure of Confidential Information only to those employees, agents or consultants who have a need to know the Confidential Information for purposes related to this Agreement or the administration of the Plan and who are bound by confidentiality terms substantially similar to those in this Agreement; (iii) use the same degree of care as for its own information of like importance, but at least use reasonable care, in safeguarding against disclosure of Confidential Information; and (iv) without unreasonable delay and in accordance with Applicable Law notify the Disclosing Party of any unauthorized use or disclosure of the Confidential Information and take reasonable steps to regain possession of the Confidential Information and prevent further unauthorized actions or other breach of this Agreement. b. If the Receiving Party is required to disclose Confidential Information pursuant to Applicable Law, or court order, for a purpose other than contemplated in this Agreement, the Receiving Party will give to the Disclosing Party prompt written notice of the request and a reasonable opportunity to object to such disclosure and IA WBCBSI LG SF 15 Version: 08/24 Docusign Envelope ID: D97FA051-F8CA-4170-B589-31DOFBFCB854 seek a protective order or appropriate remedy. If, in the absence of a protective order, the Receiving Party determines, upon the advice of counsel, that it is required to disclose such information, it may disclose only Confidential Information specifically required and only to the extent compelled to do so. All Confidential Information remains the property of the Disclosing Party and will not be copied or reproduced without the express written permission of the Disclosing Party, except for copies that are necessary to fulfill the confidentiality obligations contained in this Agreement, to render the services under this Agreement, or as otherwise allowed under the Business Associate Agreement or Applicable Law. A party may retain Confidential Information when obligated to do so as a matter of law, and may also retain any Protected Health Information as set forth in the Business Associate Agreement. Wellmark Confidential Information that is released by Wellmark to Account or to a third party at Account's request may only be used strictly for the purpose of claims administration, Account's compliance with Applicable Law, or Account Servicing, which is defined as Account -specific reporting and analytics, benchmarking, development of benefit designs, Wellmark performance/experience, pre- sales/retention, and audits. Account, and/or third party, as recipients of Wellmark Confidential Information, are prohibited from reselling or leasing Wellmark Confidential Information. To the extent Wellmark Confidential Information is disclosed in an aggregated format to Account and/or its third party, Account and third party are prohibited from de -aggregating the data to identify Wellmark, the Account and/or individual Members. Wellmark Confidential Information disclosed to Account and/or third party shall be limited to the minimum necessary information to fulfill the purpose for which it is being disclosed. Wellmark Confidential Information shall not be comingled by Account or third party with data from other sources. Wellmark may audit the Account or third party to ensure compliance with the limitations on data use and disclosure that are set forth in this section. Account or third party shall return or securely destroy the Wellmark Confidential Information it receives upon conclusion of the purpose for which it was disclosed. 5.3 Gag Clause Prohibition. Notwithstanding any provision of this Agreement to the contrary, the Plan shall not be directly or indirectly restricted from: a. Providing provider -specific cost or quality of care information or data, through a consumer engagement tool or any other means, to referring providers, Account, participants, beneficiaries, or enrollees, or individuals eligible to become participants, beneficiaries, or enrollees of the Plan; b. Electronically accessing de -identified claims and encounter information or data for each participant, beneficiary, or enrollee in the Plan, upon request and consistent with Applicable Laws, including, on a per claim basis: Financial information, such as the allowed amount, or any other claim - related financial obligations included in the provider contract; Provider information, including name and clinical designation; iii. Service codes; or IA WBCBSI LG SF 16 Version: 08/24 Docusign Envelope ID: D97FA051-F8CA-4170-B589-31DOFBFCB854 iv. Any other data element included in claim or encounter transactions; or C. Sharing information or data described in items (i) or (ii), or directing that such data be shared, with a business associate as defined in section 160.103 of title 45, Code of Federal Regulations (or successor regulations), consistent with Applicable Laws. 5.4 Wellmark's Ownership of Wellmark Confidential Information. Wellmark retains all ownership and rights to Wellmark Confidential Information. Disclosure of Wellmark Confidential Information to the Account or any other Receiving Party does not alter Wellmark's ownership rights of Wellmark Confidential Information, does not create ownership rights for the Account or Receiving Party, and does not permit the Account or Receiving Party to disclose to any other party without Wellmark's prior written consent. 5.5 Wellmark's Right to Use Confidential Information. Wellmark shall have the right to de - identify or remove direct identifiers from the Confidential Information so that it no longer constitutes Protected Health Information, and so that such Confidential Information is no longer identifiable with respect to Account, and to aggregate such de -identified Confidential Information for any purpose whatsoever; provided that such use is in accordance with all Applicable Laws, including but not limited to HIPAA. Such Confidential Information, after it is de -identified or limited pursuant to HIPAA, shall no longer be subject to Section 5.2 and shall thereafter be Wellmark's property. 5.6 Right to Examine Records; Audit. Wellmark or its authorized representative may at its own expense examine or audit the financial, enrollment, eligibility, and claims records of Account reasonably related to the administration of this Agreement, as reasonably often as Wellmark deems appropriate, to reconcile eligibility and enrollment information and records, to determine whether Account can make the payments required by this Agreement, or to determine payment of benefits under the Plan. Such audit or examination if at Account's location, shall be conducted during regular business hours, upon reasonable advance written notice. The examination period will be limited to information relating to the most recent twenty-four (24) months only, if applicable. Upon completion of the audit or examination, Wellmark shall share its audit or examination findings with Account and conduct an exit conference with Account. Any third party conducting such audit or examination on Wellmark's behalf must agree in writing to be bound by the terms and conditions of the Business Associate Agreement between Account and Wellmark. Account's third party authorized representative or auditor may, at Account's own expense, examine Wellmark's records reasonably and necessarily related to Wellmark's discharge of its responsibilities under this Agreement no more frequently than once annually. Account shall provide Wellmark with written authorization specifying the Account or Plan information that Wellmark may disclose to the auditor and Account represents that it will have entered into a business associate agreement with its auditor prior to the date of requesting disclosure of Confidential Information. The auditor must be acceptable to Wellmark, must not compete directly or indirectly with Wellmark, and must execute a non- disclosure agreement with Wellmark prior to receiving any Protected Health Information or Wellmark Confidential Information. Such audit or examination shall be conducted during regular business hours, upon advance written notice reasonable under the circumstances and shall include the following Wellmark records: claims records (but not including individually identifiable sensitive diagnosis information unless Account specifically IA WBCBSI LG SF 17 Version: 08/24 Docusign Envelope ID: D97FA051-F8CA-4170-B589-31DOFBFCB854 authorizes such disclosure), third party explanations of health care benefits, enrollment records, and coordination of benefits procedures. Any other audit or examination request must be coordinated with Wellmark. The examination period will be limited to information relating to the most recent twenty-four (24) months only, notwithstanding the period for claim adjustments as may be specified in Section 3.1. Upon completion of the audit or examination, Account shall share its audit or examination findings with Wellmark and conduct an exit conference with Wellmark. Audits or examinations conducted by auditors or consultants compensated on a contingency fee basis are not permitted by Wellmark as such compensation arrangements are not consistent with professional auditing standards. Such standards consider these compensation arrangements to impair the auditor's or consultant's independence and objectivity. Audit scope, methodology, and procedure under this Agreement will conform to generally accepted professional auditing standards, including statistically valid random sample (as applicable) or other acceptable audit technique as reasonably agreed to by Wellmark. This audit right does not otherwise restrict the Account's access to Confidential Information subject to the confidential assurances otherwise provided for in this Agreement. 5.7 Website Access and Reporting. Wellmark may provide Account while this Agreement is in force with secured access to Wellmark's website, web -based applications, or other electronic databases with respect to the Plan and Members for the purpose of Plan administration and health care operations, reporting, billing, or for self-service. Web -based applications or databases with Member and Plan specific Confidential Information may be hosted or supported by third parties on Wellmark's behalf. If Account or a third party acting on Account's behalf accesses such websites or information, Account is subject to and agrees to all of the terms and conditions, including the confidentiality requirements of this Agreement, and security restrictions and user requirements as established by Wellmark with respect to such access, as such terms are set forth in a data use agreement and in the applicable Terms and Conditions posted at Wellmark's website (Wellmark.com). 5.8 Survival. Any obligations of either party to the other under this Article of the Agreement survive any termination of this Agreement. ARTICLE 6 PROVIDER PAYMENT ARRANGEMENTS; LAWSUIT RECOVERIES; VALUE -BASED PROGRAMS; DISCLOSURE OF COMPENSATION 6.1 Provider Payment Arrangements. Wellmark will be responsible for negotiating and entering into separate payment arrangements with health care providers. Such provider payment arrangements and agreements shall apply to services by such providers for all Members entitled to benefits under plans insured or administered by Wellmark, including Members under this Plan. Wellmark shall determine, in its sole discretion, the payment arrangements with health care providers including, without limitation, the Maximum Allowable Fees for Incurred Claims. Without limiting the foregoing, Wellmark may compensate providers pursuant to a variety of payment arrangements, including the following: a. Fee for service arrangements, including, without limitation, per diem and percent of charge arrangements; IA WBCBSI LG SF 18 Version: 08/24 Docusign Envelope ID: D97FA051-F8CA-4170-B589-31DOFBFCB854 b. Fixed fee or other payment methodology that is based on pre -determined criteria; or C. Episode of care arrangements under which payment is based on a pre -established rate for a health care encounter, including, without limitation, a hospital stay or outpatient visit. In the event such an arrangement is utilized, consistent with the methodology established by Wellmark for such arrangement, Wellmark is not required to impose cost share responsibility on Members for each Covered Service Members receive. An episode of care arrangement payment may cover both Covered Services and non -Covered Services that are incidental to the Covered Services. 6.2 Network Savings Allocations. Any Network Savings amounts allocated to the Account shall be reflected in the amount of Claims Paid. Based on Wellmark's payment arrangements with health care providers, and in accordance with Section 6.1, the amount paid on an individual claim may be more or less than the Covered Charge minus any applicable Amounts Not Covered, deductible, copayment, and coinsurance amounts. If the amount paid to a provider on any claim exceeds the Covered Charge, the Network Savings is reflected as a negative dollar amount. Any Network Savings amounts allocated to Plan Members shall be reflected in the calculation of coinsurance, where applicable. The calculation of coinsurance depends on the type and location of the services provided and the contracting status of the health care provider. The calculation of coinsurance is further described in the applicable Benefits Document. 6.3 Non -Contracting or Non -Network Providers. If the applicable Benefits Document provides benefits for Covered Services rendered by health care providers that have not contracted with Wellmark or another Blue Cross and Blue Shield Plan ("Non -Contracting Providers"), Members may be liable to Non -Contracting Providers for any difference between the Covered Charges and the Maximum Allowable Fee and Members are responsible for paying the provider in full, except to the extent prohibited by Applicable Law, including the federal No Surprises Act. 6.4 Lawsuit Recoveries. From time to time, Wellmark, Account, or the Plan may receive notice of a pending or potential lawsuit being pursued by another entity (including, without limitation, a class action lawsuit) that seeks recovery of health care claims expenses on behalf of one or more group health plans or payers and that may include Wellmark, Account, or the Plan as a potential party or potential class member (a "Lawsuit"). Other than for mass tort matters, which are subject to the third party liability recovery provisions set forth in Section 3.6 above, Wellmark shall not participate in such a Lawsuit on behalf of Account or the Plan unless Wellmark and Account enter into a separate written agreement relating to participation, recovery, and expenses in such Lawsuit. Wellmark has no duty to notify Account or Plan of Wellmark's receipt of any notices in connection with any Lawsuit and each party is free to make its own determination whether to initiate or participate in any Lawsuit on its own behalf. 6.5 Rebates. a. Pharmacy Benefit Drug Rebates Disclaimer. In accordance with Section 2.7 of this Agreement, Account has elected to obtain pharmacy benefits management services from a vendor other than Wellmark, including, but not limited to, pharmacy benefit rebate procurement and administration. IA WBCBSI LG SF 19 Version: 08/24 Docusign Envelope ID: D97FA051-F8CA-4170-B589-31DOFBFCB854 Account's Administrative Services under this Agreement shall not include any pharmacy benefits management services, pharmacy benefit drug rebate procurement, or pharmacy benefit drug rebate administration. b. Medical Benefit Drug Rebates. Wellmark contracts to procure and receive medical benefit rebates from pharmaceutical manufacturers, directly or indirectly through Wellmark's third party pharmacy benefits manager ("PBM") and/or group purchasing organization(s) ("GPOs") (each, a "Rebating Entity"), for rebate -eligible prescription drug claims in Wellmark's book of business. The extent to which manufacturers provide rebates for prescription drugs, and the medical benefit drug rebate amounts Account is eligible to receive under this Agreement, depends on a number of factors, including Account health plan design, formulary design, sufficient claim information, the particular drugs utilized by Account's Members, and the pharmacies from which Members obtain eligible prescription drugs. Wellmark will pass through one hundred percent (100%) of rebates attributable to Account's eligible prescription drug claims under Account's medical benefit, as reported by the applicable Rebating Entity and as collected and paid by the applicable Rebating Entity to Wellmark. Account is not guaranteed to receive any particular rebate amount in the aggregate for its medical benefit prescription drug claims or for any individual prescription drug claim, as rebates Account receives will be based on rebates earned by Account for Account's medical benefit prescription drug claims. Not later than one hundred twenty (120) days following the end of the calendar quarter, Wellmark will credit the Account the greater of (i) rebates actually collected by the Rebating Entity in such preceding calendar quarter attributable to Account's medical benefit prescription drug claims, or (ii) eighty percent (80%) of the rebates attributable to Account's medical benefit prescription drug claims that were invoiced to manufacturers in such preceding calendar quarter (hereafter referred to as the "Quarterly Rebate Payment"); provided, however, that if a Rebating Entity fails to timely pay rebate amounts to Wellmark, Wellmark's credit to the Account may be correspondingly delayed. Account is eligible to receive medical benefit drug rebate credits while this Agreement is in force and through the first of October of the calendar year following the date of this Agreement's termination. Within one hundred and eighty (180) days of the end of each calendar year, Wellmark will perform an annual reconciliation for the preceding calendar year ("Reconciliation") in which it calculates and reports to Account the aggregate rebate amounts earned by Account and received by Wellmark for Account's medical benefit prescription drug claims in the calendar year being reconciled ("Collected Rebate Amounts"), as well as the aggregate Quarterly Rebate Payments previously paid by Wellmark to Account for Account's medical benefit prescription drug claims in the calendar year being reconciled ("Previously Paid Amounts"). If the aggregate value of the Collected Rebate Amounts is more than the aggregate value of the Previously Paid Amounts, Wellmark will credit Account in an amount equal to the difference not later than sixty (60) days of the Reconciliation being completed. If the aggregate value of the Collected Rebate Amounts is less than the aggregate value of the Previously Paid Amounts, Wellmark may, IA WBCBSI LG SF 20 Version: 08/24 Docusign Envelope ID: D97FA051-F8CA-4170-B589-31DOFBFCB854 at its option, (i) bill Account for the difference, or (ii) offset such difference from any present or future amount owed by Wellmark to the Account. To the extent that Wellmark mistakenly pays a medical benefit drug rebate to Account, a Rebating Entity mistakenly pays a medical benefit drug rebate to Wellmark that Wellmark passes through to Account, or a manufacturer later determines that a medical benefit claim was not eligible for a rebate paid to Account and Wellmark pays back such amount(s) to the applicable Rebating Entity ("Recouped Amounts") after the applicable Reconciliation, Wellmark may, at its option, (i) bill Account for any Recouped Amounts attributable to Account's medical benefit prescription drug claims for which Account received rebate payments, or (ii) offset any such Recouped Amounts from future rebate payments payable to the Account or any other amount owed by Wellmark to the Account. In the event Wellmark opts to bill Account directly for such Recouped Amounts, the terms and conditions set forth in Article IV, Billing and Payment, of this Agreement shall apply to such bill. Account is solely responsible for the allocation or distribution of any medical benefit drug rebates it receives pursuant to this Agreement. Neither Wellmark nor PBM will retain any portion of medical benefit drug rebate amounts attributable to Account's eligible medical benefit prescription drug claims. The medical benefit drug rebates will not be allocated or distributed by Wellmark in any manner to Members nor shall such rebates be taken into account in determining any applicable deductibles, coinsurance, copayment, or out-of-pocket maximum amounts for which the Member is responsible. C. Confidentiality of PBM Information. Account expressly understands, acknowledges and agrees that any and all information, data, documentation or software disclosed by Wellmark, PBM, and/or the applicable Rebating Entity in the course of conducting its business and performing medical benefits management services for Members and/or Account (including, but not limited to, patient -specific prescription information, trade secrets, proprietary software and technical processing, financial information, rebate information, and pricing) (collectively, the "PBM Information") are confidential and proprietary to, and a valuable trade secret of, Wellmark, PBM, and/or the applicable Rebating Entity and that disclosure or unauthorized use — that is, any use other than to evaluate performance by Wellmark and PBM under this Section 6.5 — will cause irreparable harm and damage to Wellmark, PBM, and/or the applicable Rebating Entity. Account shall not, directly or indirectly, release or disclose or otherwise use or attempt to use any PBM Information obtained by Account from Wellmark, PBM, and/or the applicable Rebating Entity (regardless of the reason such information was provided or obtained) to any other party or for the benefit of any other party unless such other party has entered into a non -disclosure agreement with Wellmark. To the extent Account is subject to Iowa Code Chapter 22 (Examination of Public Records), Account shall take all appropriate action to protect PBM Information under Iowa Code § 22.7(3) as a trade secret of Wellmark, PBM, IA WBCBSI LG SF 21 Version: 08/24 Docusign Envelope ID: D97FA051-F8CA-4170-B589-31DOFBFCB854 and/or the applicable Rebating Entity. To the extent that Account receives an open record request that would require disclosure of PBM Information, Account shall promptly notify Wellmark so that Wellmark has the opportunity to object to such request and/or obtain a protective order protecting the confidential and proprietary nature of the PBM Information. 6.6 Value -Based Programs. Wellmark or Host Blues may enter into collaborative arrangements with Value -Based Programs under which the health care organizations participating in such programs are eligible for financial incentives relating to quality and cost-effective care to Wellmark Members. Identifiable Data regarding Account's Members may be included in information Wellmark or Host Blues provide to Value -Based Programs and used by the Value -Based Program and its providers. Regardless of whether Account elects to participate in the Value -Based Program, known as Total Care, Account's Members may access Covered Services from providers that participate in a Host Blue's Value -Based Program as described in Section 9.3, Special Cases: Value -Based Programs. If Account has elected to participate in the Value -Based Program, a separate Value -Based Program Exhibit is attached to this Agreement and incorporated by this reference. 6.7 Disclosure of Compensation. Wellmark shall comply with Department of Labor requirements regarding the disclosure of compensation received from all sources in connection with this Agreement. ARTICLE 7 LIABILITY OF THE PARTIES 7.1 Account's Responsibility for Claims Paid. Account is solely responsible for all Claims Paid for its Members, including, without limitation, an individual added or deleted as a result of a retroactive eligibility change, or any Claims Paid at Account's direction to Wellmark to make payment regardless of Plan limitations or exclusions. Wellmark provides Administrative Services and network access only and does not assume any financial risk or obligation with respect to claims, including, without limitation, any Claims Paid. Wellmark has no obligation to pay Incurred Claims if Account fails to pay or reimburse Wellmark timely in accordance with the terms of this Agreement. 7.2 No Duty to Defend. Wellmark shall have no duty or obligation to defend against any action or proceeding brought against Account or the Plan to recover a claim for benefits. Wellmark shall, however, make available to Account and its counsel, such evidence relevant to such action or proceeding as Wellmark may have as a result of its administration of the contested benefit determination. 7.3 Account's Liability. Except as otherwise explicitly provided in this Agreement, Account shall accept the tender of defense and have the liability for all Plan benefit claims and all expenses incident to the Plan, and agrees to release, hold harmless, and indemnify Wellmark and its employees, officers, and directors against any and all amounts, expenses, losses, liability, claims, lawsuits, injuries, damages, taxes, interest charges, administrative penalties, and other costs or obligations, including reasonable attorneys' fees and court costs, for which Wellmark may become liable: a. due to any state premium tax, use tax, or similar tax, or any similar benefit or plan - related charge, surcharge or assessment, federal tax, excise tax, or fee imposed IA WBCBSI LG SF 22 Version: 08/24 Docusign Envelope ID: D97FA051-F8CA-4170-B589-31DOFBFCB854 on group health plans or plan sponsors under ACA, however denominated, including any penalties and interest payable with respect thereto, assessed against Wellmark on the basis of and/or measured by the amount of Plan benefits administered by Wellmark pursuant to this Agreement; b. due to any action or proceeding brought by a Member or a third party to recover benefits under the Plan; due to any action or proceeding brought by a Member or a third party alleging Wellmark provided significant assistance to Account to aid or perpetuate any discrimination activity; due to a release of Confidential Information to Account, the Plan, or a third party at Account's direction or arising out of any alleged improper disclosure of Confidential Information by Account or such third party; e. due to Account's failure to timely provide requested information to Wellmark for inclusion on the Confirmation of MSP form submissions and other disclosures that relate to Account's size and status, EIN(s), the Medicare enrollment of Members, Account enrollment, and related information (including, without limitation, Member Social Security numbers), or such other information requested by Wellmark resulting in processing of claims not in compliance with MSP laws and other requirements in accordance with Section 2.5; due to Account's failure to comply with Applicable Law relating to issuing or failing to issue the required notices in accordance with Section 2.1(d); g. due to Account's failure or delay in providing accurate reports, data, and information regarding eligibility, enrollment, and Social Security numbers for each Member, benefit selection, limitations, exclusions, or benefit changes for the Plan, claims history, and other information necessary for Wellmark to administer the terms, coordination of benefits, limitations, and exclusions contained in the Plan; h. due to the Account's or its employees' or agents' negligence or material breach of their obligations under this Agreement, except to the extent that any such losses are caused by the negligence or willful misconduct of Wellmark; arising from any other acts or omissions of Account that constitute a material breach of an obligation hereunder or which, in the aggregate, constitute a failure on the part of Account to perform its obligations under this Agreement in accordance with the provisions of this Agreement; or due to or arising out of Wellmark's adherence with any direction from Account or decision made by Account with regard to the Plan design, benefits, or eligibility provisions in the Benefits Document, or the Administrative Services provided under this Agreement. 7.4 Selection of Counsel. In the event litigation is instituted by a Member or third party against the Account and/or Wellmark concerning any matter under the Plan, including a suit for Plan benefits, each party to this Agreement shall, to the extent possible, advise IA WBCBSI LG SF 23 Version: 08/24 Docusign Envelope ID: D97FA051-F8CA-4170-B589-31DOFBFCB854 the other of the legal action, and shall have sole authority to select legal counsel of its choice. 7.5 Wellmark's Liability. In performing its obligations under this Agreement, Wellmark shall use reasonable diligence and that degree of skill and judgment possessed by one experienced in furnishing claim administration services to group health plans of similar size and characteristics as the Plan. Wellmark agrees to release, hold harmless, and indemnify Account and its employees, officers, and directors against any and all amounts, expenses, losses, liability, claims, lawsuits, injuries, damages, taxes, interest charges, administrative penalties, and other costs or obligations, including reasonable attorneys' fees and court costs, for which Account may become liable: a. arising from any acts or omission of Wellmark which constitute a material breach of an obligation hereunder or which, in the aggregate, constitute a failure on the part of Wellmark to perform its obligations under this Agreement in accordance with the provisions of this Agreement; and b. arising from any allegation of a breach of confidentiality arising out of the release of Confidential Information to Wellmark or a third party at Wellmark's direction or arising out of any improper use of Confidential Information by Wellmark or such third party. 7.6 Disclaimer of Warranties; Limitation of Liability. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, WELLMARK DOES NOT MAKE AND HEREBY DISCLAIMS ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, REGARDING ANY OF THE SERVICES WELLMARK PROVIDES OR ARRANGES TO PROVIDE UNDER THIS AGREEMENT. IN NO EVENT SHALL ANY PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR SPECIAL DAMAGES, LOSS OF DATA OR LOST PROFITS, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY REPRESENTS THE ALLOCATION OF RISK BETWEEN THE PARTIES AS REFLECTED IN THE PRICING HEREUNDER AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE HEALTH SERVICES ARE EDUCATIONAL AND INFORMATIONAL TOOLS ONLY AND DO NOT CONSTITUTE CLINICAL SERVICES. HEALTH INFORMATION PROVIDED BY WELLMARK OR VENDORS OR THEIR AFFILIATES IS BASED ON MEDICAL LITERATURE. HOWEVER, USE OF SUCH INFORMATION IS NOT INTENDED TO REPLACE PROFESSIONAL MEDICAL ADVICE AND CARE FROM A HEALTH CARE PROFESSIONAL. THE HEALTH INFORMATION IS INTENDED TO HELP PEOPLE MAKE BETTER HEALTH CARE DECISIONS AND TAKE GREATER RESPONSIBILITY FOR THEIR OWN HEALTH, BUT MAY NOT RESULT IN ACTUAL ACHIEVEMENT OF THESE GOALS. ACCOUNT EXPRESSLY ACKNOWLEDGES AND AGREES THAT WELLMARK IS NOT RESPONSIBLE FOR THE RESULTS OF ITS MEMBERS' USE OF SUCH INFORMATION INCLUDING, BUT NOT LIMITED TO, MEMBERS CHOOSING TO SEEK OR NOT TO SEEK PROFESSIONAL MEDICAL CARE, OR MEMBERS CHOOSING OR NOT CHOOSING SPECIFIC TREATMENT. WELLMARK DOES NOT MAKE AND HEREBY DISCLAIMS ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR IA WBCBSI LG SF 24 Version: 08/24 Docusign Envelope ID: D97FA051-F8CA-4170-B589-31DOFBFCB854 PURPOSE, REGARDING THE HEALTH SERVICES, THEIR ABILITY TO REDUCE COSTS, OR IMPROVE OUTCOMES. 7.7 Grandfathered Health Plan Disclaimer. Account has the sole obligation to determine the status of its Plan as either a Grandfathered Health Plan or a Non-Grandfathered Health Plan and represents to Wellmark that its Plan is Non-Grandfathered. 7.8 No Nondiscrimination Testing for Health Plans. Wellmark will not determine whether coverage is discriminatory or otherwise in violation of nondiscrimination requirements of the ACA, Internal Revenue Code Section 105(h), or other applicable state or federal law. Wellmark also will not provide any testing for compliance with the ACA, Internal Revenue Code Section 105(h) nondiscrimination requirements, or other applicable state or federal law and will not be held liable for any penalties or other losses resulting from Account offering coverage in violation of any such provision. Notwithstanding the foregoing, Wellmark performs federal Mental Health Parity and Addiction Equity Act (MHPAEA) financial requirement testing ("substantially all" test / "predominant" test) for group health plans, unless Account has notified Wellmark in writing of its opt out of such testing. 7.9 Survival. The indemnities set forth in this Article, including any liability of either party to the other for indemnification, shall survive the termination of this Agreement. ARTICLE 8 TERM AND TERMINATION 8.1 Term of Agreement. This Agreement shall become effective on the Effective Date and shall continue in force for the Rating Period (the "Term"). Certain guarantees and programs as more fully described in the Exhibits to this Agreement may be modified or terminated on an earlier date as specified in the applicable Exhibit without termination of the entire Agreement. 8.2 Renewal Terms. Upon expiration of the Term, this Agreement shall continue in force from year to year upon Wellmark's receipt of written documentation of Account's renewal in advance of the termination date, until replaced by a subsequently executed Agreement, or as amended or terminated as provided in this Agreement. Wellmark shall have the right to change any of the Administrative Fees or other fees for any Rating Period or any renewal term upon not less than thirty (30) days advance written notice. Any such changes shall be reflected on a revised or new Exhibit "A" issued by Wellmark, to be attached to this Agreement and incorporated by this reference. 8.3 Termination Notice. Upon expiration of the Term or any renewal term, either party may terminate this Agreement as of the end of the current Term by giving written notice of termination delivered to the other party at least sixty (60) days in advance of the effective date of termination. If Wellmark has not received Account's documented intent to renew at least ten (10) business days prior to the end of the Term, the Agreement may not be renewed. 8.4 Termination for Nonpayment. Wellmark may terminate this Agreement at any time, upon ten (10) days written notice to Account, if Account fails to make complete payments, including late fees, when due in accordance with this Agreement or Wellmark determines that Account has inadequate funds to make payments required by this Agreement and, in either case, Account fails to cure such non -payments or cure the inadequacy of funds. IA WBCBSI LG SF 25 Version: 08/24 Docusign Envelope ID: D97FA051-F8CA-4170-B589-31DOFBFCB854 Account is solely responsible for notifying its Plan Members of the termination of this Agreement for nonpayment or for any other reason. Wellmark, in its sole discretion, may permit Account to reinstate this Agreement upon payment of a reinstatement fee and all other outstanding amounts due. 8.5 Effects of Termination for Nonpayment. If Wellmark terminates this Agreement for nonpayment, Wellmark shall not pay on behalf of Account any Incurred Claims beyond the effective date of the termination and Wellmark reserves all rights to recoup any Paid Claims for which Account has not paid Wellmark, regardless of when services were received. 8.6 Claims Administration Following Termination. If, following termination of this Agreement for reasons other than Account's nonpayment, and either Claims Paid are adjusted to revise a payment amount, or Incurred Claims with Incurred Dates prior to the date of termination are submitted to Wellmark in the period specified in the Benefits Document for timely filing of claims, Wellmark shall pay these claims on behalf of Account in accordance with this Agreement and submit bills to Account for the payment of Claims Paid for a period of twelve (12) months following termination. Any credits due to Account for recoveries, e.g., Claims Paid adjustments or recoveries other than third party liability recoveries, shall be applied during this same twelve (12) month period. The bills shall include a Network Access Fee amount when Account makes retroactive changes to add a Plan Member to coverage during the Rating Period. Account shall pay all bills in accordance with the time and procedures set forth in Section 4.1 and in Exhibit "A". Wellmark shall not, on behalf of Account, pay Incurred Claims with dates of service following the date of termination. Unless Account and Wellmark otherwise agree in writing, Wellmark shall not continue any other services for Account after the effective date of termination. 8.7 Availability of Records. Upon written request by the Account, Wellmark will make available to any successor benefit services administrator, designated by the Account, standard reports and materials in its possession at the time of termination that are reasonably necessary to continue the administration of the Plan. Wellmark shall provide such materials in its standard format and Account shall pay a reasonable fee for such services. 8.8 Survival. Any liability of either party to the other for amounts owed or owing under this Agreement, unless such amounts are de minimus, shall not be extinguished by the termination of this Agreement. ARTICLE 9 BLUE CROSS AND BLUE SHIELD DISCLOSURES AND INTER -PLAN ARRANGEMENTS 9.1 Blue Cross and Blue Shield Disclosure Statement. Account on behalf of itself and its Members, hereby expressly acknowledges its understanding this Agreement constitutes a contract solely between Account and Wellmark, which is an independent corporation operating under licenses from the Blue Cross Blue Shield Association, an association of independent Blue Cross and Blue Shield Plans (the "Association"), permitting Wellmark to use the Blue Cross and Blue Shield Service Marks in the state of Iowa, and that Wellmark is not contracting as the agent of the Association. Account on behalf of itself and its Members, further acknowledges and agrees that it has not entered into this Agreement based upon representations by any person other than Wellmark and that no person, entity, IA WBCBSI LG SF 26 Version: 08/24 Docusign Envelope ID: D97FA051-F8CA-4170-B589-31DOFBFCB854 or organization other than Wellmark shall be accountable or liable to Account for any of Wellmark's obligations to Account created under this Agreement. This section shall not create any additional obligations whatsoever on the part of Wellmark other than those obligations created under other provisions of this Agreement. 9.2 Account Locations or Members Outside of Iowa. Account understands and agrees that Wellmark defines a National Account as a company headquartered and located in Iowa that also has employees in other states whose claims are processed through Inter -Plan Arrangements. If Account is headquartered in Iowa, any employees or persons associated with Account are eligible for coverage under the Account's Plan, including those employed or working at Account locations outside Iowa. If Account is not headquartered in Iowa, only those employees or individuals associated with the Iowa business locations are eligible for coverage under the Account's Plan, and coverage will be void for any persons associated with Account locations outside of Iowa. Eligibility of persons located outside of Iowa, or associated with Account locations outside of Iowa, is subject to Applicable Law and Association guidelines. 9.3 Out -of -Area Services. Wellmark has a variety of relationships with other Blue Cross and/or Blue Shield Licensees referred to generally as "Inter -Plan Arrangements." These Inter -Plan Arrangements operate under rules and procedures issued by the Association. Whenever Members access health care services outside the geographic area Wellmark serves, the claim for those services may be processed through one of these Inter -Plan Arrangements. The Inter -Plan Arrangements are described generally below. Typically, when accessing care outside the geographic area Wellmark serves, Members obtain care from health care providers that have a contractual agreement ("participating providers") with the local Blue Cross and/or Blue Shield Licensee in that other geographic area ("Host Blue"). In some instances, Members may obtain care from health care providers in the Host Blue geographic area that do not have a contractual agreement ("nonparticipating providers") with the Host Blue. Wellmark remains responsible for fulfilling its contractual obligations to Account and Wellmark's payment practices in both instances are described below. This disclosure describes how claims are administered for Inter -Plan Arrangements and the fees that are charged in connection with Inter -Plan Arrangements. a. BlueCard° Program. The BlueCard° Program is an Inter -Plan Arrangement. Under this Arrangement, when Members access Covered Services within the geographic area served by a Host Blue, the Host Blue will be responsible for contracting and handling all interactions with its participating providers. The financial terms of the BlueCard° Program are described generally below. Member Liability Calculation Method Per Claim. Unless subject to a fixed dollar copayment, the calculation of the Member liability on claims for Covered Services processed through the BlueCard° Program will be based on the lower of the participating provider's billed charges for Covered Services or the negotiated price made available to Wellmark by the Host Blue. ii. Account Liability Calculation Method Per Claim. The calculation of Account's liability on claims for Covered Services processed through the IA WBCBSI LG SF 27 Version: 08/24 Docusign Envelope ID: D97FA051-F8CA-4170-B589-31DOFBFCB854 BlueCard° Program will be based on the negotiated price made available to Wellmark by the Host Blue under the contract between the Host Blue and the provider. Sometimes, this negotiated price may be greater for a given service or services than the billed charge in accordance with how the Host Blue has negotiated with its participating provider(s) for specific health care services. In cases where negotiated price exceeds the billed charge, Account may be liable for the excess amount even when the Member's deductible has not been satisfied. This excess amount reflects an amount that may be necessary to secure (a) the provider's participation in the network and/or (b) the overall discount negotiated by the Host Blue. In such a case, the entire contracted price is paid to the provider, even when the contracted price is greater than the billed charge. iii. Claims Pricing. Host Blues determine a negotiated price, which is reflected in the terms of each Host Blue's provider contracts. The negotiated price made available to Wellmark by the Host Blue may be represented by one of the following: a) An actual price. An actual price is a negotiated rate of payment in effect at the time a claim is processed without any other increases or decreases; or b) An estimated price. An estimated price is a negotiated rate of payment in effect at the time a claim is processed, reduced or increased by a percentage to take into account certain payments negotiated with the provider and other claim- and non -claim -related transactions. Such transactions may include, but are not limited to, anti -fraud and abuse recoveries, provider refunds not applied on a claim -specific basis, retrospective settlements, and performance - related bonuses or incentives; or c) An average price. An average price is a percentage of billed charges for Covered Services in effect at the time a claim is processed representing the aggregate payments negotiated by the Host Blue with all of its health care providers or a similar classification of its providers and other claim- and non -claim -related transactions. Such transactions may include the same ones as noted above for an estimated price. The Host Blue determines whether it will use an actual, estimated, or average price. The use of estimated or average pricing may result in a difference (positive or negative), between the price Account pays on a specific claim and the actual amount the Host Blue pays to the provider. However, the BlueCard° Program requires that the amount paid by the Member and Account is a final price; no future price adjustment will result in increases or decreases to the pricing of past claims. In some instances federal or state laws or regulations may impose a surcharge, tax or other fee. If applicable, Wellmark will disclose any such surcharge, tax or other fee to Account, which will be Account's liability. IA WBCBSI LG SF 28 Version: 08/24 Docusign Envelope ID: D97FA051-F8CA-4170-B589-31DOFBFCB854 Any positive or negative differences in estimated or average pricing are accounted for through variance accounts maintained by the Host Blue and incorporated into future claim prices. As a result, the amounts charged to Account will be adjusted in a following year, as necessary, to account for over- or underestimation of the past years' prices. The Host Blue will not receive compensation from how the estimated price or average price methods, described above, are calculated. Because all amounts paid are final, neither positive variance account amounts (funds available to be paid in the following year), nor negative variance amounts (the funds needed to be received in the following year), are due to or from Account. If Account terminates, Account will not receive a refund or charge from the variance account. Variance account balances are small amounts relative to the overall paid claims amounts and will be liquidated over time. The timeframe for their liquidation depends on variables, including, but not limited to, overall volume/number of claims processed and variance account balance. Variance account balances may earn interest. Host Blues may retain interest earned, if any, on funds held in variance accounts. iv. BlueCard° Program Fees and Compensation. Account understands and agrees to reimburse Wellmark for certain fees and compensation which Wellmark is obligated under the BlueCard° Program to pay to the Host Blues, to the Association, and/or to vendors of BlueCard° Program -related services. The specific BlueCard° Program fees and compensation that are charged to Account, if any, are set forth in Exhibit "A". BlueCard° Program Fees and compensation may be revised from time to time as described in subsection f below. All BlueCard° Program -related fees, including any Access Fees paid to Host Blues, and Administrative Expense Allowance ("AEA") Fees, are included in Wellmark's general Administrative Fee as set forth in Exhibit "A". Wellmark has elected to not separately charge any Inter -Plan Arrangement -related fees to Account. b. Special Cases: Value -Based Programs. Account's Members may access Covered Services from providers that participate in Wellmark's or a Host Blue's Value -Based Program. Value -Based Programs may be delivered through the BlueCard® Program. These Value -Based Programs may include, but are not limited to, Accountable Care Organizations, Global Payment/Total Cost of Care arrangements, Patient Centered Medical Homes, and Shared Savings arrangements. Value -Based Programs under Wellmark and/or the BlueCard® Program; Program Administration. Under Value -Based Programs, Wellmark or a Host Blue may pay providers for reaching agreed -upon cost/quality goals in the following ways: retrospective settlements, Provider Incentives, share of target savings, Care Coordinator Fees and/or other allowed amounts. The Host Blue may pass these provider payments to Wellmark, which Wellmark will pass directly on to Account as either an amount included in the price of the claim or an amount charged separately in addition to the claim. IA WBCBSI LG SF 29 Version: 08/24 Docusign Envelope ID: D97FA051-F8CA-4170-B589-31DOFBFCB854 When such amounts are included in the price of the claim, the claim may be billed using one of the following pricing methods, as determined by the Host Blue: a) Actual Pricing: The charge to accounts for Value -Based Programs incentives/Shared Savings settlements is part of the claim. These charges are passed to Account via an enhanced provider fee schedule. b) Supplemental Factor: The charge to accounts for non -attributed Value -Based Programs incentives/Shared Savings settlements is a supplemental amount that is included in the claim as an amount based on a specified supplemental factor (e.g., a small percentage increase in the claim amount). The supplemental factor may be adjusted from time to time. When such amounts are billed separately from the price of the claim, they may be billed as follows: c) Per Member Per Month ("PMPM") billings for Value -Based Programs incentives/Shared Savings settlements to accounts are outside of the claim system. Wellmark will pass these Host Blue charges (and any Wellmark Value -Based Program charges) directly through to Account as a separately identified amount on Account's bill. The amounts used to calculate either the supplemental factors for estimated pricing or PMPM billings are fixed amounts that are estimated to be necessary to finance the cost of a particular Value -Based Program. Because amounts are estimates, there may be positive or negative differences based on actual experience and such differences will be accounted for in a variance account maintained by the Host Blue (in the same manner as described in the BlueCard® claim pricing section above) until the end of the applicable Value -Based Program payment and/or reconciliation measurement period. The amounts needed to fund a Value - Based Program may be changed before the end of the measurement period if it is determined that amounts being collected are projected to exceed the amount necessary to fund the programs or if they are projected to be insufficient to fund the program. At the end of the Value -Based Program payment and/or reconciliation measurement period for these arrangements, Wellmark and/or Host Blues will take one of the following actions: a) Use any surplus in funds in the variance account to fund Value - Based Program payments or reconciliation amounts in the next measurement period. b) Address any deficit in funds in the variance account through an adjustment to the PMPM billing amount or the reconciliation billing amount for the next measurement period. IA WBCBSI LG SF 30 Version: 08/24 Docusign Envelope ID: D97FA051-F8CA-4170-B589-31DOFBFCB854 Wellmark and the Host Blue will not receive compensation resulting from how estimated, average, or PMPM price methods, described above, are calculated. If Account terminates, Account will not receive a refund or charge from the variance account. This is because any resulting surpluses or deficits would be eventually exhausted through prospective adjustment to the settlement billings in the case of Value -Based Programs. The measurement period for determining these surpluses or deficits may differ from the term of this Agreement. Variance account balances are small amounts relative to the overall paid claims amounts and will be liquidated over time. The timeframe for their liquidation depends on variables, including, but not limited to, overall volume/number of claims processed and variance account balance. Variance account balances may earn interest. Host Blues may retain interest earned, if any, on funds held in variance accounts. Note: Members will not bear any portion of the cost of Value -Based Programs except when a Host Blue uses either average pricing or actual pricing to pay providers under Value -Based Programs. Care Coordinator Fees. Host Blues may also bill Wellmark for Care Coordinator Fees for provider services which Wellmark will pass on to Account as follows: a) PMPM billings; or b) Individual claim billings through applicable care coordination codes from the most current edition of either Current Procedural Terminology ("CPT") published by the American Medical Association ("AMA") or Healthcare Common Procedure Coding System ("HCPCS") published by the Centers for Medicare and Medicaid Services ("CMS"). As part of this Agreement, Wellmark and Account will not impose Member cost sharing for Care Coordinator Fees. C. Return of Overpayments. Recoveries of overpayments from a Host Blue or its participating providers can arise in several ways including, but not limited to, anti- fraud and abuse recoveries, health care provider/hospital bill audits, credit balance audits, utilization review refunds, and unsolicited refunds. Recoveries will be applied in general, on either a claim -by -claim or prospective basis. If recovery amounts are passed on a claim -by -claim basis from a Host Blue to Wellmark they will be credited to Account. In some cases, the Host Blue will engage a third party to assist in identification or collection of overpayments. The fees of such a third party may be charged to Account as a percentage of the recovery of its claims. Nonparticipating Providers Outside Wellmark's Service Area. Member Liability Calculation. IA WBCBSI LG SF 31 Version: 08/24 Docusign Envelope ID: D97FA051-F8CA-4170-B589-31DOFBFCB854 a) In General. When Covered Services are provided outside of Wellmark's service area by nonparticipating providers, the amount(s) a Member pays for such services will be based on either the Host Blue's nonparticipating provider local payment or the pricing arrangements required by applicable state law. In these situations, the Member may be responsible for the difference between the amount that the nonparticipating provider bills and the payment Wellmark will make for the Covered Services as set forth in this paragraph. Payments for out -of -network emergency services will be governed by applicable federal and state law. b) Exceptions. In some exception cases, Wellmark may pay claims from nonparticipating providers for Covered Services outside of Wellmark's service area based on the provider's billed charge. This may occur in situations where a Member did not have reasonable access to a participating provider, as determined by Wellmark or by Applicable Law. In other exception cases, Wellmark may pay such claims based on the payment Wellmark would make if Wellmark were paying a nonparticipating provider for the same Covered Services inside of Wellmark's service area. This may occur where the Host Blue's corresponding payment would be more than Wellmark's in-service area nonparticipating provider payment. Wellmark may choose to negotiate a payment with such a provider on an exception basis. Unless otherwise stated, in any of these exception situations, the Member may be responsible for the difference between the amount that the nonparticipating provider bills and the payment Wellmark will make for the Covered Services as set forth in this paragraph. Fees and Compensation. Account understands and agrees to reimburse Wellmark for certain fees and compensation which Wellmark is obligated under applicable Inter -Plan Arrangement requirements to pay to the Host Blues, to the Association, and/or to vendors of Inter -Plan Arrangement - related services. The specific fees charged to Account, if any, are set forth in Exhibit "A". e. Blue Cross Blue Shield Global® Core. General Information. If Members are outside the United States, the Commonwealth of Puerto Rico, and the U.S. Virgin Islands (hereinafter: "BlueCard® service area"), they may be able to take advantage of the Blue Cross Blue Shield Global® Core when accessing Covered Services. The Blue Cross Blue Shield Global® Core is not served by a Host Blue. Inpatient Services. In most cases, if Members contact the Blue Cross Blue Shield Global® Core Service Center for assistance, hospitals will not require Members to pay for covered inpatient services, except for their cost - share amounts. In such cases, the hospital will submit Member claims to the Blue Cross Blue Shield Global® Core Service Center to initiate claims processing. However, if the Member paid in full at the time of service, the IA WBCBSI LG SF 32 Version: 08/24 Docusign Envelope ID: D97FA051-F8CA-4170-B589-31DOFBFCB854 Member must submit a claim to obtain reimbursement for Covered Services. Members must contact Wellmark to obtain precertification for non -emergency inpatient services. Blue Cross Blue Shield Global® Core Related Fees. Account understands and agrees to reimburse Wellmark for certain fees and compensation which Wellmark is obligated under applicable Inter -Plan Arrangement requirements to pay to the Host Blues, to the Association, and/or to vendors of Inter -Plan Arrangement -related services. The specific fees charged to Account under Blue Cross Blue Shield Global® Core, if any, are set forth in Exhibit "A". Modifications or Changes to Inter -Plan Arrangement Fees or Compensation. Modifications or changes to Inter -Plan Arrangement fees are generally made effective January 1 of the calendar year but they may occur at any time during the year. In the case of any such modifications or changes, Wellmark shall provide Account with at least thirty (30) days' advance written notice of any modification or change to such Inter -Plan Arrangement fees or compensation describing the change and the effective date thereof and Account's right to terminate this Agreement without penalty by giving written notice of termination before the effective date of the change. If Account fails to respond to the notice and does not terminate this Agreement during the notice period, Account will be deemed to have approved the proposed changes, and Wellmark will then allow such modifications to become part of this Agreement. ARTICLE 10 MISCELLANEOUS 10.1 Change of Agreement. If Account makes changes in the Plan or Benefits Document, Account shall give Wellmark sufficient advance notice of such changes. If Account makes any material changes in the Plan, or if material changes are required by law, including the addition or deletion of benefits, a material change in group composition or membership or eligibility requirements, such as a change in the number of eligible or enrolled individuals of ten percent (10%) or more, percentage of individuals enrolled, types of coverage offered, business entities covered, or offerings of other health insurers' coverage to eligible individuals, Wellmark shall have the right at its option to amend this Agreement, including an adjustment to the financial terms shown on Exhibit "A", or to terminate this Agreement in accordance with Section 8.3. 10.2 Iowa Code Chapter 509A Compliance; No Actuarial Certification. Nothing contained in this Agreement or on Exhibit "A" shall be construed or considered to be an actuarial opinion or certification by Wellmark in connection with Iowa Code Chapter 509A regarding the adequacy of reserves, rates, or financial condition of Account or the Plan. Account is solely responsible for compliance with all provisions of Iowa Code Chapter 509A and implementing regulations and, if applicable, is responsible for reporting any paid losses for the Account's self -funded operation of the Plan, as required by Iowa Code Section 513C.10, and for paying any assessment related to those paid losses. 10.3 Use of Trademarks and Names. Wellmark and Account reserve the right to control the use of their respective corporate names and any other respective symbols, assumed names, trademarks, and service marks, presently existing or subsequently established. IA WBCBSI LG SF 33 Version: 08/24 Docusign Envelope ID: D97FA051-F8CA-4170-B589-31DOFBFCB854 Wellmark and Account agree not to use the corporate name, symbol, assumed names, trademarks, or service marks of the other in advertising, promotional materials, or otherwise without the prior written consent of the other. Any previously approved usage shall cease immediately upon the termination of this Agreement and any materials using such names or marks are the property of the appropriate namesake and shall be returned to the appropriate property owner upon request or at the termination of this Agreement. 10.4 Complete Agreement; Amendments. The parties agree that this Agreement, including, without limitation, all Exhibits or amendments hereto, applicable Business Associate Agreement, Fixed Fee Guarantee, and COBRA Administrative Services Agreement or Addendum, if any, constitute the complete and exclusive agreement and statement of the relationship between the parties with regard to the subject matter of this Agreement and supersedes all related discussions, understandings, proposals, exhibits, amendments, prior and concurrent agreements, representations and warranties, whether oral or written, and any other communications between the parties in regard to the subject matter hereof. This Agreement, including, without limitation, any Exhibits hereto, may be amended from time to time by the parties. Any amendment to this Agreement, or change, modification, or waiver of any of the terms or provisions of this Agreement shall be effective only when made in writing and signed by an authorized representative of each party and delivered in accordance with Section 10.11. This Agreement shall take precedence over any other documents that may be in conflict with it. Notwithstanding the foregoing, if this Agreement supersedes a prior Agreement, health services with an Incurred Date prior to the Effective Date of this Agreement shall be processed pursuant to the terms of the applicable superseded Agreement. 10.5 Force Majeure. The parties to this Agreement shall be excused from any performance under this Agreement, other than payment of amounts due, for any period and to the extent they are delayed, restricted, or prevented from performing under this Agreement as a result of an act of God, war, civil disturbance, legislative enactment, court order, labor dispute, act of terrorism, or other cause beyond their reasonable control. 10.6 Effectiveness of Agreement. This Agreement shall be deemed to be effective and in full force as of the Effective Date upon the affixation of Wellmark's authorized signature below and the Account's payment to Wellmark of the premium, Network Access Fee, Administrative Fee, or other fees as billed by Wellmark required by this Agreement. 10.7 Assignment. The Agreement shall be binding on the parties and their respective successors and permitted assigns. Neither party may assign this Agreement to any third party, in whole or in part, without the prior written consent of the other; provided, however, Wellmark may assign this Agreement, in whole or in part, to any entity that controls, is controlled by, or is under common control with Wellmark. Further, Wellmark may, in its sole and unfettered discretion, contract with a third party to perform some Administrative Services or other of Wellmark's duties under this Agreement, including, without limitation, the subrogation recovery services for Claims Paid. To the extent Wellmark contracts with a third party to perform any such services or duties, the term "Wellmark" as used in this Agreement shall be deemed to include the contracted third party, as the context so requires. 10.8 Waiver. The failure of any party to enforce any terms or provisions of the Agreement shall not be deemed or construed to be a waiver of the enforceability of such provision. IA WBCBSI LG SF 34 Version: 08/24 Docusign Envelope ID: D97FA051-F8CA-4170-B589-31DOFBFCB854 Similarly, the failure to enforce any remedy arising from a default under the terms of the Agreement shall not be deemed or construed to be a waiver of such default. Any waiver of any provision of this Agreement, and any consent to any departure from the terms of any provision of this Agreement, shall be effective only in the specific instance and for the specific purpose for which made or given. 10.9 Nature of Relationship; Authority of Parties. Nothing contained in this Agreement and no action taken or omitted to be taken by Account or Wellmark pursuant hereto shall be deemed to constitute Account and Wellmark a partnership, an association, a joint venture or other entity whatsoever. Wellmark shall at all times be acting as an independent contractor under this Agreement. No party has the authority to bind the other in any respect whatsoever. 10.10 No Third Party Beneficiaries. This Agreement is for the benefit of Account and Wellmark and not for any other person. It shall not create any legal relationship between Wellmark and any employee, Member, or any other party claiming any right, whether legal or equitable, under the terms of this Agreement or of the Plan. 10.11 Notices and Communication. The parties shall be entitled to rely upon any communication or notice from the other in connection with this Agreement to be genuine, truthful, and accurate, and to have been authorized, signed, or issued by an officer or agent of such entity empowered to make such representation on behalf of the entity. Any notice required or permitted to be given under this Agreement shall be in writing and shall be deemed given when delivered personally, placed in the U.S. mail (postage prepaid), delivered to a recognized courier service for delivery (delivery charges prepaid), or sent by electronic means and addressed to the last address furnished in writing. Until another address is furnished in writing, notice to Account may be addressed to the address shown on Exhibit "A" attached to this Agreement. Notice to Wellmark may be addressed: Wellmark Blue Cross and Blue Shield of Iowa Attention: Procurement and Contracts 1331 Grand Avenue Des Moines, Iowa 50309-2901 10.12 State of Issue; Applicable Law. This Agreement is issued and delivered in the state of Iowa and is performed in Des Moines, Iowa. To the extent not superseded by the laws of the United States and without regard to any conflict of law rule, this Agreement shall be construed in accordance with and governed by the laws of the state of Iowa. ARTICLE 11 DISPUTE RESOLUTION 11.1 Dispute Resolution; Mandatory Arbitration. a. In the event of any controversy or claim arising out of or relating to this Agreement, or the breach hereof (each a "Dispute"), prior to proceeding with arbitration under the further provisions of this Section, a party shall give notice (a "Dispute Notice") to the other party setting out, in writing and in detail, the nature and specifics of the IA WBCBSI LG SF 35 Version: 08/24 Docusign Envelope ID: D97FA051-F8CA-4170-B589-31DOFBFCB854 Dispute and a good faith estimated value of the Dispute. A meeting (which may be via teleconference or other electronic communications) between representatives of the parties must take place within 30 days after the date of delivery of the Dispute Notice in an attempt to resolve the Dispute through direct negotiations. The provisions of this paragraph and the remaining provisions of this Section are the sole and exclusive method of resolving any Disputes, and arbitration under this Section shall be mandatory except in the limited circumstances provided under paragraphs 0), (k) and (o) below and Section 11.2. b. If the Dispute has not been resolved by direct negotiations within 30 days after the date of delivery of the Dispute Notice, or such further time as the parties may mutually agree in writing, then either party may commence, and the Dispute shall be finally resolved by, binding arbitration administered by the American Arbitration Association ("AAA") in accordance with the Commercial Arbitration Rules in effect at the time of the commencement of the arbitration (the "Rules"). The parties agree that the arbitrator(s), and not a court, will decide in the first instance all questions of substantive arbitrability, including without limitation the validity of this Section. The parties do not consent to the incorporation of the AAA Supplementary Rules for Class Arbitration into the rules governing the arbitration of any Dispute (any such arbitration is referred to in this Section as the "Arbitration"), and hereby voluntarily and irrevocably waive any right to arbitrate any Disputes through representative or class arbitration. All Disputes will proceed in arbitration solely on an individual basis, and the authority of the arbitrator(s) to resolve any Dispute and to make written awards will be limited to the individual Disputes under this Agreement. A party shall have the right to withdraw without prejudice a Dispute that it submitted to Arbitration prior to the appointment of the arbitrator(s) for the Arbitration. In such event, all of the provisions of this Section shall again apply with respect to such Dispute. This Agreement concerns matters in interstate commerce. The Arbitration shall be governed by the Federal Arbitration Act, to the exclusion of any state laws inconsistent therewith, and the Rules. In the event of a conflict, the Rules shall govern. e. No demand for arbitration of a Dispute may be made more than two (2) years after the Dispute arose. f. The Arbitration shall be conducted in English and shall take place in Des Moines, Iowa, unless the parties mutually agree in writing to an alternate location. g. If the monetary value of the Dispute as described in the Demand for Arbitration, or as the parties may otherwise mutually agree in writing, is equal to or less than $1,000,000, then the number of arbitrators shall be one (1). The arbitrator shall be selected from the AAA's National Roster of Arbitrators in accordance with Rule R- 12 of the Rules. h. If the monetary value of the Dispute as described in the Demand for Arbitration, or as the parties may otherwise mutually agree in writing, is greater than $1,000,000, IA WBCBSI LG SF 36 Version: 08/24 Docusign Envelope ID: D97FA051-F8CA-4170-B589-31DOFBFCB854 then either party may elect to have the tribunal consist of three arbitrators by notifying the AAA in writing of its election within seven (7) days after receiving the list of arbitrators from the AAA under Rule R-12(a). Each party shall have twenty (20) days after delivery of the foregoing notice of election to submit to the AAA the name of its co -arbitrator. If either party fails to timely nominate an arbitrator, the AAA shall make the appointment. The co -arbitrators shall have thirty (30) days, or such further period of time as the parties may mutually agree in writing, to nominate a chairperson of the tribunal. If the co -arbitrators fail to timely nominate a chairperson, the AAA shall appoint the chairperson from the National Roster of Arbitrators. Pursuant to Rule R-1 of the Rules, the parties agree that the Expedited Procedures under the Rules shall apply if the monetary value of the Dispute as described in the Demand for Arbitration is equal to or less than $250,000. The parties shall not be precluded from seeking remedies in small claims court for Disputes within the scope of that court's jurisdiction. Prior to the appointment of the arbitrator(s), a party may elect either to make recourse to emergency relief under the Rules, or to seek from any court of competent jurisdiction, emergency, temporary, or preliminary injunctive relief, or an order in aid of arbitration; provided, however, that once a party has filed or served papers to seek recourse for emergency, temporary, or preliminary injunctive relief in either the arbitral or judicial forum, no party can seek or oppose any such relief from or in the other forum. The foregoing types of relief may only be sought within the Arbitration after the appointment of the arbitrator(s). A party may make a motion for summary adjudication of one or more particular claims or issues to be decided by the arbitrator(s). M. The arbitrator(s) must render a reasoned award, in writing, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. n. The parties waive any claim for, and the arbitrator(s) shall not have any power to award, any punitive or exemplary damages, and each party hereby waives any right to seek or recover such damages with respect to any Dispute. Each party shall bear its own costs and expenses of legal representation, including attorneys' fees, witness expenses, and costs associated with preparation and presentation of its case. All arbitration and administration fees and expenses, and all arbitrator costs and expenses shall be paid equally, regardless of which party prevails. Notwithstanding the foregoing, any party who fails or refuses to submit to arbitration following a demand by any other party shall bear all costs and expenses incurred by such other party in compelling arbitration of any Dispute. o. The existence and content of the Arbitration proceedings, documents produced during the Arbitration, submissions to the tribunal, including testimony and exhibits, and any rulings or award shall be kept confidential by the parties and members of the arbitral tribunal except (i) to the extent that disclosure may be required of a party to fulfill a legal duty, protect or pursue a legal right, or enforce or challenge IA WBCBSI LG SF 37 Version: 08/24 Docusign Envelope ID: D97FA051-F8CA-4170-B589-31DOFBFCB854 an award in legal proceedings before a court or other judicial authority, (ii) with the written consent of all of the parties, (iii) where such information is already in the public domain other than as a result of a breach of this paragraph, (iv) as is necessary in communications with auditors or accountants retained by any party, or federal or state regulators, or (v) by order of the arbitral tribunal upon application of a party. The breach or threatened breach of this paragraph will cause immediate and irreparable harm to the non -breaching party and an adequate remedy at law for such harm may not exist. Accordingly, in the event of such breach or threatened breach, the non -breaching party shall have the right to seek specific performance by, or obtain injunctive or other equitable relief against, the breaching party as a remedy for any such breach or threatened breach. If the breach or threatened breach of this paragraph occurs prior to the conclusion of the Arbitration, the foregoing relief may only be sought within the Arbitration. If the breach or threatened breach of this paragraph occurs after the conclusion of the Arbitration, the foregoing relief may only be sought within any court of competent jurisdiction. P. The provisions of this Section 11.1 shall survive any termination of this Agreement. 11.2 Jurisdiction and Venue; Waiver of Jury Trial and Punitive and Exemplary Damages. a. If an arbitrator determines a particular Dispute is excluded from mandatory arbitration for any reason (including, but not limited to, by Applicable Law), the parties agree that the terms in this Section 11.2 will apply to any legal or equitable action brought in court because of such Dispute. Each of the parties submits to the jurisdiction and venue of the state or federal courts sitting in Des Moines, Polk County, Iowa, for any action or proceeding arising out of or relating to this Agreement, and each of the parties waives any defense of inconvenient forum to the maintenance of any action or proceeding in the state or federal courts sitting in Des Moines, Polk County, Iowa. ACCOUNT AND WELLMARK HEREBY IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR ANY INSTRUMENT OR DOCUMENT IN CONNECTION THEREWITH. THE PARTIES ALSO WAIVE ANY CLAIM FOR AND ANY RIGHT TO SEEK OR RECOVER ANY PUNITIVE OR EXEMPLARY DAMAGES WITH RESPECT TO ANY DISPUTE. b. Notwithstanding Sections 5.8, 7.9, and 8.8, no legal or equitable action or claim may be brought against the parties for an action or claim arising under or relating to this Agreement more than two (2) years after the cause of action arose. C. The provisions of this Section 11.2 shall survive any termination of this Agreement. IA WBCBSI LG SF 38 Version: 08/24 Docusign Envelope ID: D97FA051-F8CA-4170-B589-31DOFBFCB854 IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date first stated above. City of Dubuque Print Name: Michael C. Van Milliaen Title: City Manager Wellmark, Inc., doing business as Wellmark Blue Cross and Blue Shield of Iowa FDocuSigned by: By: � 'F'z- -------------- David S. Brown Executive Vice President, Chief Financial Officer and Treasurer IA WBCBSI LG SF 39 Version: 08/24 Docusign Envelope ID: D97FA051-F8CA-4170-B589-31DOFBFCB854 Wellmark Blue Cross and Blue Shield of Iowa Administrative Services Agreement Exhibit A Administrative Fees, Network Access Fees, Other Fees Account Full Name and Address: City of Dubuque, Iowa 50 West 13th St Dubuque, IA 52001-4805 Benefit Plan(s) Administered By: Wellmark Blue Cross and Blue Shield of Iowa Rating Period: The Rating Period begins on 7/01/2025 and ends on 6/30/2026. Plan Year: The Plan Year begins on 07/01 and ends on 06/30. Administrative Fee: Health: $47.39 per Plan Member per month based on active Plan Members on last day of billing month (subject to limitations listed under Billing and Payment Method below). Pharmacy Vendor Admin Fee: $1.75 per Plan Member per month based on active Plan Members on last day of billing month (subject to limitations listed under Billing and Payment Method below). Network Access Fee: $8.67 per Plan Member per month based on active Plan Members on last day of billing month (subject to limitations listed under Billing and Payment Method below). External Review: External review fees for Independent Review Organizations (IROs), if applicable, will be on a per case or per external review basis and all such fees attributable to Members under the Plan shall be billed to Account in the amount billed to Wellmark by the IRO. Third Party Liability Vendor Fees: The third party liability recovery vendor(s) retain a service fee calculated as a percentage of the recovered amount after deductions for attorneys' fees and costs. The recovery vendor's service fee is not more than 17% of the recovered amount, except that the service fee for recoveries under the recovery vendor's mass tort recovery program is not more than 20% of the recovered amount. These fees are subject to change. The final amount recovered as a result of the actions of the vendor (less the vendor's service fee) is credited to Account. Wellmark's agreement with the recovery vendor may from time to time allow for the application of no vendor service fees to amounts recovered during that period of time. Any recovery amount obtained by the vendor on behalf of the Account during such time period will be provided to Account without application of the vendor service fee. Confidential and Proprietary Page 1 of 2 A51 Confidential Treatment Requested - Iowa Code § 22.7 Docusign Envelope ID: D97FA051-F8CA-4170-B589-31DOFBFCB854 Wellmark Blue Cross and Blue Shield of Iowa Administrative Services Agreement Exhibit A Administrative Fees, Network Access Fees, Other Fees Account Full Name and Address: City of Dubuque, Iowa 50 West 13th St Dubuque, IA 52001-4805 BlueCard Program -related Fees: All BlueCard Program -related fees, including any Access Fees paid to Host Blues and Administrative Expense Allowance ("AEA") Fee, are included in Wellmark's general Administrative Fee stated above. Wellmark has elected to not separately charge any Inter -Plan Arrangement -related fees to Account. The general Administrative Fee encompasses fees Wellmark charges to Account for administering Account's benefit plan. Fees may include both local and Inter -Plan fees. Other BlueCard Program -related fees included in the general Administrative Fee include the Central Financial Agency Fee, ITS Transaction Fee, Toll -Free Number Fee, PPO Provider Directory Fee, and the Blue Cross Blue Shield Global Coverage Fees, if applicable. Billing and Payment Method: Wellmark shall notify Account weekly of the total Claims Paid amount for the week. Account shall make payment to Wellmark within forty-eight hours of receipt of the notification. Wellmark shall bill Account monthly for Claims Paid (if any), Administrative Fee, other fees, and reflect the payments/credits received. Limitations: Any adjustments to Administrative Fee, Network Access Fee, and other fees due to membership or eligibility changes shall be reflected on the billing for the month in which the membership or eligibility change is made and shall be limited to a period of three (3) months prior to the date Wellmark processes the Member eligibility change. Exhibit A Issue Date: 5/1/2025 Confidential and Proprietary Page 2 of 2 A51 Confidential Treatment Requested - Iowa Code § 22.7 Docusign Envelope ID: D97FA051-F8CA-4170-B589-31DOFBFCB854 Wellmark QP" Wellmark Blue Cross and Blue Shield is an Independent Licensee of the Blue Cross and Blue Shield Association. Account Name: Account Key: Renewal Rating Period: City of Dubuque 00005303 7/1/2023 to 6/30/2024 7/1/2024 7/1/2025 7/1/2026 to to to Guaranteed Fee Components 6/30/2025 6/30/2026 6/30/2027 Administrative Fees - Health 4.00% 4.00% 4.00% Rating Period Fee: $43.36 $45.09 $46.89 $48.76 Contracts enrolled with a Wellmark Health Plan: 566 The above guaranteed fee components will increase no more than the listed percentage(s) over the previous year's renewal rating period's fees. In no event will the increase be less than 0%. This percentage guarantee applies only to the fee components and rating periods noted above. Dollars displayed are illustrative and are shown as per contract, per month. This guarantee is contingent upon the parties enrollment not fluctuating 10% or more from the enrollment noted above and the parties continuing the Administrative Services Agreement in force or entering into a new agreement mutually agreeable to the parties. Wellmark is not providing any legal or professional advice with regard to compliance of any federal or state law, regulations, or guidance. Law, regulations and guidance on specific provisions has been and will continue to be provided by the appropriate federal and state agencies and regulators. The information provided reflects Wellmark's understanding of the most current information and is subject to change without further notice. Please note that plan benefits, rates, renewal rate adjustments, and rating impact calculations are subject to change and may be revised during a plan's rating period based on guidance and regulations issued by the appropriate federal and state agencies and regulators. Wellmark makes no representation as to the impact of plan changes on a plan's grandfathered status or interpretation or implementation of any other provision of law or regulation. Wellmark will not determine whether coverage is discriminatory or otherwise in violation of Internal Revenue Code Section 105(h). Wellmark also will not provide any testing for compliance with Internal Revenue Code Section 105(h). Wellmark will not be held liable for any penalties or other losses resulting from any employer offering coverage in violation of section 105(h). Wellmark will not determine whether any change in an Employer Administered Funding Arrangement affects a health plan's grandfathered health plan status under ACA or otherwise complies with ACA. Wellmark will not be held liable for any penalties or other losses resulting from any Employer Administered Funding Arrangement. For purposes of this paragraph, an "Employer Administered Funding Arrangement" is an arrangement administered by an employer in which the employer contributes toward the member's share of benefit costs (such as the member's deductible, coinsurance, or copayments) in the absence of which the member would be financially responsible. An Employer Administrative Funding Arrangement does not include the employer's contribution to health insurance premiums or rates. Employer Signature: Date: 12/30/2025 Independent Licensee of the Blue Cross and Blue Shield Association Confidential Treatment Requested - Iowa Code § 22.7 Proposal Date: 4/17/2023 Docusign Envelope ID: D97FA051-F8CA-4170-B589-31DOFBFCB854 City of Dubuque Insurance Requirements for Professional Services INSURANCE SCHEDULE J Well mark Blue Cross and Blue Shield of Iowa 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 atthe 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 Finance Director. 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 ofAor better in the currentA.M. Best's Rating Guide. 3. Each certificate shall befurnished tollhe Personnel 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 bytheCityofDubuque. Failureto 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 beliableforthefailure ofasubconsultantand 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 certificate of Insurance. 7. Whenever a specific ISOform is listed, required the current edition of the form must be used, or an equivalent form maybe substituted if approved bythe Finance Directorand subjectto 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. Page 1 of 4 Schedule J Professional Services July 2017 Confidential Treatment Requested - Iowa Code § 22.7 Docusign Envelope ID: D97FA051-F8CA-4170-B589-31DOFBFCB854 City of Dubuque Insurance Requirements for Professional Services 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 $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 C00001 or business owners form BP0002. All deviations from the standard ISO commercial general liability form CG 0001, or business owners form BP 0002, 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 an endorsement that deletes any fellow employee exclusion. 6) 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 2026. 7) Policy shall include Waiver of Right to Recover from Others endorsement. B) AUTOMOBILE LIABILITY Combined Single Limit $1,000,000 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 as amended. 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. Nonelection of Workers' Compensation or Employers' Liability Coverage under Iowa Code sec. 87.22 yes form attached Page 2 of 4 Schedule J Professional Services July 2017 Confidential Treatment Requested - Iowa Code § 22.7 Docusign Envelope ID: D97FA051-F8CA-4170-B589-31DOFBFCB854 City of Dubuque Insurance Requirements for Professional Services INSURANCE SCHEDULE J (continued) D) UMBRELLA/EXCESS LIABILITY $1,000,000 Umbrella/excess liability coverage must beat least following form with the underlying policies Included herein. E) PROFESSIONAL LIABILITY $1,000,000 Provide evidence of coverage for years after completion of project. F) CYBER LIABILITY $1,000,000 X yes _ no Coverage for First and Third Party liability including but not limited to lost data and restoration, loss of income and cyber breach of Information. Page 3 of 4 Schedule J Professional Services July 2017 Confidential Treatment Requested - Iowa Code § 22.7 Docusign Envelope ID: D97FA051-F8CA-4170-B589-31DOFBFCB854 City of Dubuque Insurance Requirements for Professional Services 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 is 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 4 of 4 Schedule J Professional Services July 2017 Confidential Treatment Requested - Iowa Code § 22.7 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 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 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 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: 12/22/25 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 Dubuque THE C DUUB--*TE 11111.1 2007.2012.2013 2017•2019 Masterpiece on the Mississippi City of Dubuque 53 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 (Vendor) at Northwest Mechanical, Inc (Vendor Name) 5885 Tremont Ave. PO Box 2708, Davenport, Iowa 52809 (Vendor Address - City and State) PROJECT TITLE: Boiler Replacement at 950 Elm Street - Intermodal Facility (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: Furnish & Install a Niagara N4 JACE 9000. Interface to all BAS Controls. Including 4 ea. 10-OR-16 Modules. Program, Graphics, Trending, Scheduling, Alarming & Notifications through the BAS. This system will allow multiple users access through a Graphical User Interface to all BAS controls, with internet based remote connectivity. Embedded software & configuration software property of the customer. JACE 9000-improves security enhancements and IT compliance. 18 month software maintenance agreement. Includes all material, labor, etc. to perform described work. The work described above shall be completed at the following location(s): 950 Elm Street - Intermodal Facility 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 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 ❑ Insurance Schedule F — General Artisan or Trade Contractors or Subcontractors 0 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 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 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 $ 15,341.00 CITY OF DUBUQUE, IOWA By: _ 01/07/2026 M chael C. Van Mllligen Date City Manager VENDOR: Northwest Mechanical, Inc. Company Name =o ®tl sm Pom o .- 1- By: s re, Signature Matt Johnson Printed Name President Title Date Page 4 of 20 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 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 EXHIBIT B Class A: Class B: Class 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 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 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 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 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 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 Owner's property. F) RAILROAD PROTECTIVE LIABILITY Coverage required: _ Yes _ No Page 10 of 20 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 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 EXHIBIT C INSURANCE SCHEDULE G 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 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 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 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 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 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 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 $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 13th 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 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 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 DEPARTMENT OF THE ARMY CORPS OF ENGINEERS, ROCK ISLAND DISTRICT PO BOX 2004 CLOCK TOWER BUILDING ROCK ISLAND, ILLINOIS 61204-2004 January 6, 2026 Real Estate Division SUBJECT: MR12, Flowage Easement Disposal, Parts of Tracts FIA-129, FIA-130, and FIA-1 31 Union at the Marina, LP Attn: CJ Lukaart 8680 Edison Plaza Drive Fishers, IN 46038 To Whom It May Concern: In order for the Rock Island District Real Estate Division to prepare a disposal package for parts (construction boundary) of tracts FIA-1 29, FIA-1 30, and FIA-1 31 per Exhibit A, Union at the Marina, LP ("Union at the Marina") is required to pay in advance the administrative costs for reviewing and processing these transactions. Our authorization to collect these funds is found in Title 10, United States Code Section 2695. This authority requires the party who is acquiring release or disposal of the flowage easement rights to pay the administrative costs associated with the transaction. Estimated administrative costs include, but are not limited to, payment for work products such as assessments; document preparation; appraisal and survey review; preparation of maps, legal descriptions and real estate instrument(s) as required by the United States Army Corps of Engineers ("USACE"); and post -disposal reconciliation of internal land records and maps. In addition to administrative costs, Union at the Marina will be required to pay the fair market value of the disposed real property and county recording fees for the conveyance deed. Attached are two estimates for administrative costs. • Option A sets forth the estimated administrative costs if USACE performs all the work necessary for compilation of the Disposal Report, including the required attachments, and preparation of the conveyance documents. The cost for Option A is estimated to be $45, 060.00. • Option B sets forth the estimated administrative costs if USACE performs some of the work necessary for the disposal action and Union at the Marina privately contracts certain services such as appraisal and survey. The cost for Option B is estimated to be $32,560.00 plus the costs to Union at the Marina of any privately contracted work. Once Union at the Marina has selected an Option, please remit a check or money order in the amount indicated for that Option, payable to: "FAO, USAED, Rock Island." Please include reference number REIN-24-4114 on the check or money order and send it to the U.S. Army Corps of Engineers, ATTN: Real Estate Division (RE-M), P.O. Box 2004, Rock Island, IL 61204-2004. If the transaction is completed and the actual administrative costs for executing this transaction are less than the enclosed estimate, Union at the Marina will be refunded the remaining balance. If, at any time during the transaction, the actual administrative costs for executing this transaction are greater than the estimate, Union at the Marina will be so notified in writing and required to pay the additional amount prior to our continuing the processing of the action. USACE must follow a rigorous process to dispose of any real estate interests. Prior to completing the entire process, USACE cannot guarantee that the disposal will occur. In the event the transaction cannot be executed for any reason, any excess administrative fees will be refunded to Union at the Marina. We have also included the Statement of Work (SOW) for the survey, so Union at the Marina knows what is expected in this process. If there are any questions concerning the details of SOW, please do not hesitate to contact the point of contact identified in the SOW. Finally, please understand that the actual preparation of the disposal package and underlying work cannot begin until the estimated administrative fees have been paid by Union at the Marina and the funds have been processed through the Treasury. If possible, please let us know Union at the Marina 's intention (Option A or Option B) within 45 da s after receipt of this letter. If you have any questions, please do not hesitate to contact Mr. Chris Fields at (309) 794-5294 or by email at Christopher.B.Fields@usace.army.mil. If Mr. Fields is unavailable, please contact Mrs. Mina Magalhaes-Corteletti at (309) 794-5945 or by email at Juliana.Magalhaes@usace.army.mil. Sincerely, Paul St. Louis Chief, Real Estate Division Rock Island District Real Estate Contracting Officer Enclosures cc: City of Dubuque Attn: City Manager, Michael C. Van Milligen 50 W. 13th Street Dubuque, IA 52001 UNION AT THE MARINA ACKNOWLEDGMENT I have read and understand the above information provided to us. We have chosen Option A as the path forward for this disposal action. All parties agree and acknowledge that the City of Dubuque is the customer for the preparation of the disposal package and therefore retains all decision -making authority ordinarily reserved to the customer; provided, however, the City of Dubuque shall not approve costs in excess of those identified in Option A above without the prior written consent of Union at the Marina, LP. UNION AT THE MARINA, LP, an Iowa limited partnership By: Union at the Marina GP, LLC, an Indiana limited liability company, its General Partner By: ZZ � 136 Kyle D. Bach Its: General Manager 1/7/26 Date CITY ACKNOWLEDGMENT & CONSENT have read and understand the above information provided to us. The City consents to the Option chosen by Union at the Marina as the path forward for this disposal action. All parties agree and acknowledge that the City of Dubuque is the customer for the preparation of the disposal package and therefore retains all decision - making authority ordinarily reserved to the customer; provided, however, the City of Dubuque shall not approve costs in excess of those identified in Option A above without the prior written consent of Union at the Marina, LP. CITY OF DUBUQUE k y: ichael C. Van Millige , City M nager 01 /09/2026 Date Please return one (1) copy of this letter along with your remittance of payment in and maintain the other copy for your records. �—� Dubuque THELtTYOF ( _ \ 11? l ! A&,. an DUB E 'I11I.` �2�13 ,Ma,sterplecc oil tilt° rv1iS51'5s1*Pp1' 220170G7�Z01..2019 City of Dubuque Engineering Department 50 W 13th Street (address) Dubuque, IA 52001 Phone # 568.581.6141 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 The Painter Lady, LLC endor Name Potosi, Wisconsin (Vendor Address - City and State) PROJECT TITLE: Paint walls in Room 208B and Base Cabinet Faces in Room 208 (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: Painting walls with in Room 208E with owner supplied SW Super Paint 7636 "Origami White" in satin finish for main field color and 9148 "Smoky Azurite% in satin finish as an accent color on the North wall. Priming and painting of exposed areas, face frames and doors of base cabinets on west wall of Room 208 using contractor supplied SW Trim/ Cabinet Emerald Urethane in color, SW9179 "Anchors Aweigh" and appropriate primer The work described above shall be completed at the following location(s): City Hall - 50 W. 13th Street, Dubuque, IA 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 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 Z Insurance Schedule F — General Artisan or Trade Contractors or Subcontractors LJ 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 February 15, 2026 (date) Page 2 of 20 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 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 $ 2,060.00 CITY OF DUBUQUE, IOWA By:/�JA•� k� 4 64�-� M chael C. Van Milligen City Manager 1]=1i;1119R; 01 /10/2026 Date The Painter Lady, LLC Com any Name Sign re ate Lu -(L� Pri Qtd Name r .- Wile Page 4 of 20 Dubuque THE CITY OF --. r�ue�,atr DtJB E 11111.1 2007.2012.2013 Masterpiece on the Mississippi 2017*2019 City of Dubuque Engineering 50 W 13th Street Department (address) 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 '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 Elevated Landwrx (Contractor Name) 2830 Danlin Ct. Dubuque, IA 52002 (Contractor's Address - City and State) (Contractor) at PROJECT TITLE: City Property Maintenance of Tree Clearing, Brush Mowing, and Site Restoration Work (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: Tree, brush, and sapling removal as identified by provided maps and site visits based on general maintenance needs and citizen complaints. The work described above shall be completed at the following location(s): Areas and locations to be determined by city Engineering. 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: 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 dX 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. 8. The Contractor shall fully complete the Project under this Contract on or before December 30th, 2026 (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. 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. 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 CITY OF DUBUQUE, IOWA By:/�� k 01 /12/2026 M(chael C. Van Milligen Date City Manager $ 24,800.00 CONTRACTOR: Elevated Landwrx Comp an Name By: 1-5-2026 Signature Date Printed Name rn f. V- Title 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-01 01 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.citvofdubuque.orq/DocumentCenter/HomeNiew/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. 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: NA al Date: Return signed copy to: Engineering Department 50 W. 13th Street Dubuque IA 52001 ,aco�zo� CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 1 09/03/2025 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 THEODORE J BORELLI 2625 JOHN F KENNEDY RD DUBUQUE IA 52002 CONTACT NAME: ?cNE •563-583-7300 a'itC No: ppDRE . TED.BORELLI FBFS.COM INSURERISI AFFORDING COVERAGE NAIC # INSURER A:Western Agricultural Insurance Company 27871 INSURED ELEVATED LAND WRX LLC DBA:ELEVATED LAND WRX LLC 2830 DAN L I N CT DUBUQUE IA 52002-2913 INSURERB: INSURERC: INSURER D: INSURERE: 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 ADDL SUBF POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSID WVD POLICY NUMBER D LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE FX] OCCUR X X AMP 6010265 03/01/25 03/01/26 EACH OCCURRENCE 11000,000 DAMAGE TO RENTED 100,000 MED EXP (A.V oneperson) 5,000 PERSONAL &ADV INJURY 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: X POLICY 0PRO ❑ LOC JECT GENERAL AGGREGATE 2,000,000 PRODUCTS — COMP/OP AGG 2,000 000 OTHER: AUTOMOBILE LIABILITY COMBINEDSINGLELIMIT Ea accident $ 1,000,000 BODILY INJURY (Per person) A ANY AUTO X X AMP 6010265 03/01 /25 03/01 /26 OWNED X SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ PROPERTY DAMAGE $ HIRED NON -OWNED !� AUTOS ONLY X AUTOS ONLY A X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE �/ X �/ X AMP 6010265 03/01 /25 03/01 /26 EACH OCCURRENCE $ 1,000,000 AGGREGATE $ DED I RETENTION WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N PER OTH- TAT TE ANY PROPRIETOR/PARTNER/EXECUTIVE rN—] OFFICER/MEMBER EXCLUDED? N / A E.L. EACH ACCIDENT (Mandatory in NH) E.L. DISEASE — EA EMPLOYEE If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) PRIMARY AND NON-CONTRIBUTING AND WAIVER OF SUBROGATION PROVISIONS HAVE BEEN ENDORSED ONTO THIS POLICY SUBJECT TO ALL POLICY PROVISIONS AND ALL APPLICABLE LAWS. INCLUDES CG2037 AND CG2504 rFRTIFIr:ATF FIAT nFR CANCELLATION CITY OF DUBUQUE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 50 W 13TH ST THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. DUBUQUE IA 52001 AUTHORIZED REPRESENTATIVE © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) Uniform FormsTM The ACORD name and logo are registered marks of ACORD COMMERCIAL GENERAL LIABILITY CG 21 76 01 15 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EXCLUSION OF PUNITIVE DAMAGES RELATED TO A CERTIFIED ACT OF TERRORISM This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD PROTECTIVE LIABILITY COVERAGE PART UNDERGROUND STORAGE TANK POLICY A. The following exclusion is added: This insurance does not apply to: TERRORISM PUNITIVE DAMAGES Damages arising, directly or indirectly, out of a "certified act of terrorism" that are awarded as punitive damages. B. The following definition is added: "Certified act of terrorism" means an act that is certified by the Secretary of the Treasury, in accordance with the provisions of the federal Terrorism Risk Insurance Act, to be an act of terrorism pursuant to such Act. The criteria contained in the Terrorism Risk Insurance Act for a "certified act of terrorism" include the fol- lowing: 1. The act resulted in insured losses in excess of $5 million in the aggregate, attributable to all types of insurance subject to the Ter- rorism Risk Insurance Act; and 2. The act is a violent act or an act that is dangerous to human life, property or infra- structure and is committed by an individual or individuals as part of an effort to coerce the civilian population of the United States or to influence the policy or affect the con- duct of the United States Government by coercion. C. The terms and limitations of any terrorism ex- clusion, or the inapplicability or omission of a terrorism exclusion, do not serve to create cov- erage for injury or damage that is otherwise excluded under this Coverage Part. CG 21 76 01 15 © Insurance Services Office, Inc., 2015 Page 1 of 1 TM Wolters Kluwer Financial Services I Uniform Forms POLICY NUMBER: AMP 6010265 02 IL 09 85 12 20 THIS ENDORSEMENT IS ATTACHED TO AND MADE PART OF YOUR POLICY IN RESPONSE TO THE DISCLOSURE REQUIREMENTS OF THE TERRORISM RISK INSURANCE ACT. THIS ENDORSEMENT DOES NOT GRANT ANY COVERAGE OR CHANGE THE TERMS AND CONDITIONS OF ANY COVERAGE UNDER THE POLICY. DISCLOSURE PURSUANT TO TERRORISM RISK INSURANCE ACT SCHEDULE SCHEDULE — PART I Terrorism Premium (Certified Acts) $ 3.00 This premium is the total Certified Acts premium attributable to the following Coverage Part(s), Coverage Form(s) and/or Policy(ies): Commercial General Liability Additional information, if any, concerning the terrorism premium: SCHEDULE — PART II Federal share of terrorism losses 80 % (Refer to Paragraph B. in this endorsement.) Information required to complete this Schedule, if not shown above, will be shown in the Declarations. IL 09 85 12 20 © Insurance Services Office, Inc., 2020 Page 1 of 2 Wolters Kluwer I Uniform Forms A. Disclosure Of Premium In accordance with the federal Terrorism Risk Insurance Act, we are required to provide you with a notice disclosing the portion of your premium, if any, attributable to coverage for terrorist acts certified under the Terrorism Risk Insurance Act. The portion of your premium attributable to such coverage is shown in the Schedule of this endorsement or in the policy Declarations. B. Disclosure Of Federal Participation In Payment Of Terrorism Losses The United States Government, Department of the Treasury, will pay a share of terrorism losses insured under the federal program. The federal share equals a percentage (as shown in Part II of the Schedule of this endorsement or in the policy Declarations) of that portion of the amount of such insured losses that exceeds the applicable insurer retention. However, if aggregate insured losses attributable to ter- rorist acts certified under the Terrorism Risk In- surance Act exceed $100 billion in a calendar year, the Treasury shall not make any payment for any portion of the amount of such losses that exceeds $100 billion. C. Cap On Insurer Participation In Payment Of Terrorism Losses If aggregate insured losses attributable to ter- rorist acts certified under the Terrorism Risk Insurance Act exceed $100 billion in a calendar year and we have met our insurer deductible under the Terrorism Risk Insurance Act, we shall not be liable for the payment of any portion of the amount of such losses that exceeds $100 billion, and in such case insured losses up to that amount are subject to pro rats allocation in accordance with procedures established by the Secretary of the Treasury. Page 2 of 2 © Insurance Services Office, Inc., 2020 IL 09 85 12 20 AGREEMENT BY AND BETWEEN THE CITY OF DUBUQUE, IOWA AND ViDL SOLUTIONS THIS AGREEMENT, dated for reference purposes this day of 2023, is by and between the City of Dubuque, Iowa, a municipal corporation (City) and ViDL Solutions (Consultant). WHEREAS, City is in need of professional/technical services and Consultant represents it is duly qualified and willing to perform the services set forth in this Agreement. NOW THEREFORE, it is agreed by and between the parties hereto as follows: SECTION 1. SCOPE OF SERVICES. Consultant agrees to perform the following services for City and to perform such services in a timely and satisfactory manner. Consultant agrees to allow City to interview and accept or reject the participation of all proposed trainers who are not full time consultants with Consultant. Project Manager for Consultant will be Co -Founder Rebecca Johnson. Project Manager for City will be Assistant City Manager Cori Burbach. Logistics, scheduling and other project management details for the two organizations will be managed by these two individuals. Throughout the project, Consultant will meet with Project Manager Burbach and/or Core Team on a monthly basis to review project goals and progress. Consultant shall submit to the Core Team a monthly progress report. The summary shall contain four sections. The first section shall list major events that have occurred since the last report submittal. The second section shall list work that will be accomplished in the upcoming weeks. The third section shall list critical items that need immediate attention. The last section shall identify all items that need to be addressed by City. Phase I. Oraanizational Review & Analvsis A. Review occurs between April 1, 2023 and April 30, 2023. B. Consultant to conduct kickoff meeting with Core Team, review relevant quantitative and qualitative data, and conduct 1:1 conversations with Core Team members. 1 C. Core Team members to participate in 1:1 conversations, kickoff meeting, and discussions regarding the data collected. Phase 2: WorkDlan Develobment A. Phase 2 to be completed by June 15, 2023. B. Consultant to develop strategic plan with recommendations for training, team building, individual professional development, policy and process updates. C. Core Team members to review recommendations presented by Consultant, discuss action steps and prepare to agreed up on initiatives. Phase 3: Training & Team Building, Individual Coaching (concurrent) A. Phase 3 to be completed by August 30, 2024. B. Consultant to: 1. Conduct at least six (6) full day, in -person trainings/team building sessions for all City department managers. 2. Conduct small group sessions based on shared, identified professional development goals. 3. Offer recommendations to Core Team regarding next steps for team or individual professional development throughout the Phase. 4. Conduct individual professional development opportunities for all City department managers. These opportunities will include, at a minimum the use of one comprehensive professional assessment tool for each department manager. 5. Provide individual coaching sessions for department managers not to exceed six (6) sessions per 27 department managers for a total of 162 sessions. The allocation of sessions to individual department managers will be based on professional development plans identified by the individuals, and not necessarily evenly distributed across all managers. 6. As the delivery of customized solutions such as training, team building and coaching are being delivered on an ongoing basis over a period of 12 months, additional work will likely be necessary to operationalize other changes in the city. During this time, Consultant will meet with the Core Team in a consultative manner 4 as needed to help steer the direction of these operational changes and execute the workplan. C. All City department heads to- 1 . Complete initial coaching intake form and professional assessment tool. 2. Engage fully in coaching sessions and team trainings/sessions unless excused by City Manager or Assistant City Manager 3. Complete practical application assignment(s) between coaching and training sessions when they have chosen to commit to one. Phase 4: Final Report & Sustainability Efforts A. Phase 4 to be completed by April 30, 2025. B. Consultant to provide a written report to the Core Team outlining work completed, best practices in building and maintaining healthy organizational culture and recommended next steps for sustainability. SECTION 2. TIME OF COMPLETION. Consultant shall complete all phases of the Project by April 30, 2025. SECTION 3. GENERAL TERMS. A. CHANGE IN SCOPE OF SERVICES. No change in scope shall be permitted during this project without the prior written agreement of both parties. B. SUBSTITUTION OF PROJECT TEAM MEMBERS. The Project Manager, partners, management, other supervisory staff and technical specialists proposed for the project may be changed if those personnel leave Consultant. These personnel may also be changed for other reasons however, in either case, City retains the right to approve or reject the replacements and no replacements shall begin working on the project without the express, prior written permission of City. C. INDEMNIFICATION. To the fullest extent permitted by law, Consultant shall indemnify and hold harmless City, its officers and employees, 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 3 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 Consultant, Consultant's subcontractor, or anyone directly or indirectly employed by Consultant or Consultant subcontractor or anyone for whose acts Consultant or Consultant'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. D. TERMINATION. City may terminate this Agreement, with or without cause, upon delivering fourteen (14) days written notice to Consultant. E. ERRORS & OMISSIONS. In the event that the work product prepared by Consultant is found to be in error and revision or reworking the work product is necessary, Consultant agrees that it shall do such revisions without expense to City, even though final payment may have been received. Consultant must give immediate attention to these changes so there will be a minimum of delay during construction. The above and foregoing is not to be constructed as a limitation of City's right to seek recovery of damages for negligence on the part of Consultant herein. F. SUBLETTING, ASSIGNMENT OR TRANSFER. Subletting, assignment, or transfer of all or part of the interest of Consultant in this Agreement is prohibited unless written consent is obtained from and approved by City. G. EMPLOYEMENT PRACTICES Consultant shall not commit any of the following employment practices and agrees to prohibit the following practices in any subcontracts. 1. To discharge or refuse to hire any individual because of age, color, familial status, gender identity, marital status, mental/physical disability, national origin, race, religion/creed, sex, or sexual orientation. 2. To discriminate against any individual in terms, conditions, or privileges of employment because of age, color, familial status, gender identity, marital status, mental/physical disability, national origin, race, religion/creed, sex, or sexual orientation. H. Consultant agrees to furnish, upon termination of this Agreement and upon demand by City, copies of all basic notes, reports, charts, computations, and any other data prepared or obtained by Consultant pursuant to this Agreement without cost, and without restrictions or limitation as to the use relative to specific projects covered under this rd Agreement. In such event, Consultant shall not be liable for City's use of such documents on other projects. I. City agrees to tender to Consultant all fees in a timely manner, excepting, however, that failure of Consultant to satisfactorily perform in accordance with this Agreement shall constitute grounds for City to withhold payment of an amount determined by City to be sufficient to properly complete the Project in accordance with this Agreement. J. If any part of this Agreement is found invalid, it is agreed that the remaining parts shall be deemed severable and shall continue in full force and effect. SECTION 4. CONFIDENTIAL INFORMATION. Consultant agrees that all business, personnel, technical, creative and financial information Consultant learns or obtains during the period over which it is providing services that relate to City or that are received by or for City in confidence, constitute "Confidential Information" Consultant will hold in confidence and, except in performing the services for City, not disclose or allow to be disclosed. Consultant also recognizes and agrees that Consultant personnel have no expectation of privacy with respect to City's telecommunications, networking or information processing systems and that their activity and any files or messages on or using any of those systems may be monitored at any time without notice at City's premises. Consultant agrees to keep the Confidential Information confidential and will not at any time during the term of this Agreement or any time thereafter divulge Confidential Information in any manner to any person other than Consultants employees or agents with a legitimate need to know in order to perform services for City. Confidential Information does not include any information that: i) is or becomes within the public domain through no act of Consultant, ii) was in the possession of Consultant prior to its disclosure under this Agreement as shown by written records, iii) is independently developed by Consultant without reference to any Confidential Information, iv) is received from a source other than the City or its affiliates, employees, agents, subcontractors or consultants without any restriction on its use or disclosure, as shown by written record, or v) is required by law to be disclosed in the written opinion of City's legal counsel. SECTION 5. COMPENSATION FOR SERVICES. Consideration for all services performed and goods or materials supplied by Consultant pursuant to this Agreement shall be paid by City as follows: 9 A. Compensation not to exceed One Hundred Forty Seven Thousand One Hundred Dollars ($147,100). Compensation shall be spent within the phases described in Consultant's Project Cost Estimate unless reallocation of costs is agreed upon in advance by City and Consultant in writing. B. Reimbursement for travel and subsistence expenses actually and necessarily incurred by Consultant in performance of this Agreement in addition to those Travel Per Unit costs already identified in Consultant's Project Cost Estimate must be approved in writing and in advance of travel by City. C. The total obligation of City for all compensation and reimbursement to Consultant shall not exceed One Hundred Forty Seven Thousand One Hundred Dollars ($147,100). SECTION 6. INSURANCE. Consultant shall provide insurance as described in the attached Insurance Schedule at all time during the performance of this Agreement. CITY OF DUBUQUE, IOWA ViDL SOLUTIONS in Title: Date: By: Title: Co-founder, Chief Integrator Date: January 9, 2026 X INSURANCE SCHEDULE 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 certificate of insurance. 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 mutual agreement of the parties. A 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 $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. 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. 1) 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 9 INSURANCE SCHEDULE J (continued) 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. D) UMBRELLA/EXCESS LIABILITY $1,000,000 The General Liability, Automobile Liability and Workers Compensation 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 Waiver of Subrogation and Primary and Non-contributory in favor of the City. E) PROFESSIONAL LIABILITY $1,000,000 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 liability including but not limited to lost data and restoration, loss of income and cyber breach of information. 10 Please be aware that naming the City of Dubuque as an additional insured as is required by this Insurance Schedule may result in the waiver of the City's governmental immunities provided in Iowa Code sec. 670.4. If you would like to preserve those immunities, please use this endorsement or an equivalent form. 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 is 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 11 AMENDMENT #1 THIS AMENDMENT, dated for reference purposes this _19_ day of _Dec , 2023, is by and between the City of Dubuque, Iowa, a municipal corporation (City) and ViDL Solutions (Consultant). WHEREAS, City and Consultant continue to work to achieve the original scope of services identified in this Agreement, to be completed by August 30, 2025, and WHEREAS, the City and Consultant agree that in addition to the current work being completed by the City's 27 department managers, in order for the desired organizational change goals to be achieved, work must include the City's Leadership Team, which currently totals 110 supervisors and leaders across all departments NOW THEREFORE, it is agreed by and between the parties hereto as follows: SECTION 1. SCOPE OF SERVICES. Phase 5: Trainina & Team Buildina of Leadership Team members A. Phase 5 to begin in May 2024, run concurrently to Phases 1-4 with department managers, identified in the original contract, and be completed by May 2025. B. Consultant to: 1. Conduct at least three (3) full day, in -person trainings/team building sessions for all City leadership team members who are not part of the department manager group. The leadership team will be divided in cohorts to complete these sessions so that Consultant trainers will deliver up to nine (9) full days of training in Dubuque. Topics will include but not be limited to foundations of cultural understanding, courageous communication and accountability, and inclusive leadership. 2. Offer recommendations to Core Team regarding next steps for team or individual professional development throughout the Phase. SECTION 2. COMPENSATION FOR SERVICES. The total obligation of City for all compensation and reimbursement to Consultant for this new scope of work shall not exceed $100,000. CITY OF DUBUQUE, IOWA ViDL SOLUTIONS By: By: 12 Title: Assistant City Mgr Title: Date: 1.5.24 Date: ATTEST: 13 14 AMENDMENT #3 THIS AMENDMENT, dated for reference purposes this _ day of , 2026, is by and between the City of Dubuque, Iowa, a municipal corporation (City) and ViDL Solutions (Consultant). WHEREAS, City and Consultant have completed the original scope of organizational culture work agreed upon, and WHEREAS, the City will continue to work with the Consultant to train and certify staff capable of delivering Foundations of Culture content through the Consultant's CultureJourney Practitioner Certification or other similar coursework, and WHEREAS, the City desires to continue working with the Consultant to access executive coaching and facilitator services where an outside perspective or highly - skilled and trained coach would be beneficial, NOW THEREFORE, it is agreed by and between the parties hereto as follows: SECTION 1. SECTION 1, SCOPE OF SERVICES IS AMENDED TO ADD PHASE 6 AS FOLLOWS: Phase 6: CultureJourney Practitioner Certification, Foundation of Culture Certification. A. Fee for Services: Individual and Team Coaching and Facilitated Conversations. The Consultant will provide the following services at the rates described below. WHAT FEE Full day* (more than 5 hours) In -person: $7,800 Training or Facilitated Conversation ($6,000 plus flat travel rate of *This time can be used in a variety of $1800) ways for the same price: one long session Virtual: $5,500 with one group, two half -day sessions with two groups, two shorter sessions plus meeting with people individually, etc. Maximum 8 hours of working time. Half -day* (3 to 5 hours) In -person: $6,800 Training or Facilitated Conversation $5,000 plus travel Virtual: $4,500 Less than 3 hours Virtual: $150 per hour Training or Facilitated Conversation *Recommended only for virtual work so travel doesn't become cost -prohibitive Coaching $300 per session Consulting or Discovery sessions I $250/hour Administrative work I $150/hour 15 *Administrative work includes: internal planning meetings, compiling data or customizing reports, etc. Admin time is only billed for significant work that requires more than 30 minutes of time. B. The Consultant will provide ongoing individual coaching for department managers and leadership team members and will report regularly to City Project Manager regarding organizational themes and to ensure services stay within budget parameters. C. The Consultant will also offer the opportunity for City staff to participate in the CultureJourney Practitioner Certification. The fee for individuals to become certified will be considered separately and is not included in the total obligation amount below. SECTION 2. SECTION 5 IS AMENDED TO READ AS FOLLOWS: Section 5. COMPENSATION FOR SERVICES. The total obligation of City for all compensation and reimbursement to Consultant for this new scope of work shall not exceed $60,000 in Fiscal Year 2026. CITY OF DUBUQUE, IOWA By: ZlAi2� k�w� 64_�_ Title: City Manager Date: 01 /08/2026 ViDL SOLUTIONS By: �J Title: Co-founder, Chief Integrator Date: January 9, 2026 ATTEST: ' r hl� 16 Dubuque TI IE CF D!Uj- B TE 1. 1III' 200 7.2012.2013 1'0(lstc ?-piCC'e oil the Mississippi 2017*2019 City of Dubuque Dept: Engineering 50 W. 13th Street Dubuque, IA 52001 Phone # 563.581.6141 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 A&G Electric (Vendor) at (Vendor Name) Dubuoue. IA (Vendor Address - City and State) PROJECT TITLE: FY26 Electrical Installation and Repair Service Contract (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: Perform various Electrical Installation and Repair Services (on demand) to city owned facilities including but not limited to: Troubleshooting and repair of Electrical service Installation of Electrical service and branch circuits Installation and/or repair of electrical fixtures Services to be invoiced as tasks are preformed. The work described above shall be completed at the following location(s): Federal Building - 350 W 6th Street, City Hall Annex - 1300 Main Street, Old Engine House - 1805 Central Ave City Hall - 50 W13th Street, Multicultural Family Center - 1157 Central Ave, 7850 Chavenelle Rd 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 and ordinances of the City of Dubuque, just as much as if the detailed statements thereof were repeated herein. Page 1 of 13 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 Schedule G for Vendors (Exhibit B) or Insurance Schedule J for Professional Services (Exhibit C). Check Appropriate Box O 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 June 30. 2026 (DATE) 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. Page 2 of 13 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 G or Insurance Schedule J attached to this Contract. Check Appropriate Box El Insurance Schedule G —Vendors ❑ Insurance Schedule J — Professional Services 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. 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 $ 20,000 CITY OF DUBUQUE, IOWA By: M chael C. Van Milligen City Manager 01 /15/2026 VENDOR: A&G Electric Date Company Name By: 2W16- 6.;Zb Signature Bob C.uCX,S Printed Name '( Q Title Page 3 of 13 %/S/2o2J, Date 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. The City of Dubuque will not be responsible for payment for any goods delivered without a purchase order. 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, orjudgments 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. 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. Page 4 of 13 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 5 of 13 A� " CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 6/10/2025 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 endorsement(s). PRODUCER CONTACT NAME: Cottingham & Butler 800 Main St. PHONE FAX AIc No Ext :563-587-5000 Alc, No :563-583-7339 ADDRESS: Dubuque IA 52001 INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Western National Assurance 24465 INSURED A&GELEC-01 INSURER B Grobstick Electrical, Inc. d/b/a A & G Electric 10501 Rte 3 INSURER C : INSURER D : Dubuque IA 52001 INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: 1654381470 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INS SUBR WVD POLICY NUMBER POLICY EFF MM/DD/YYYY POLICY EXP MM/DD/YYYY LIMITS A X COMMERCIAL GENERAL LIABILITY CPP135453800 12/1/2024 12/1/2025 EACH OCCURRENCE $1,000,000 CLAIMS -MADE OCCUR PREM SES Ea occur ence $ 1,000,000 MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY PRO JECT ❑ LOC PRODUCTS - COMP/OP AGG $ 2,000,000 OTHER: A AUTOMOBILE LIABILITY CPP 1354098 01 12/1/2024 12/1/2025 COMBINED tINED SINGLE LIMIT Ea a $ 1,000,000 X BODILY INJURY (Per person) $ ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident $ HIRED NON -OWNED AUTOS ONLY AUTOS ONLY A UMBRELLALIAB X OCCUR UMB105871700 12/1/2024 12/1/2025 EACH OCCURRENCE $5,000,000 AGGREGATE $ 5,000,000 EXCESS LIAB CLAIMS -MADE DED X RETENTION $ $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANYPROPRIETOR/PARTNER/EXECUTIVE WCV 104186800 12/1/2024 12/1/2025 X PER OTH- STATUTE ER E.L. EACH ACCIDENT $ 1,000,000 OFFICER/MEMBEREXCLUDED? ❑ N/A E.L. DISEASE - EA EMPLOYEE (Mandatory in NH) $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE: Project: FEDERAL BUILDING — WORKSHOP - UPDATE POWER AND LIGHTING 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 are additional insured on the General Liability policy including ongoing and completed operations and on a primary, non-contributory basis per written contract between the named insured and the certificate holder that requires such a status subject to the terms and conditions of the endorsement attached to the policy. The General Liability, Auto Liability and Workers Compensation policies include a waiver of subrogation in favor of the additional insureds per written contract between the named insured and the certificate holder that requires such a status subject to the terms and conditions of the endorsement attached to the policy. The Umbrella or Excess policy is follow form subject to all terms and conditions of the policy. A 30-day notice of cancellation is provided by the insurance company to the certificate holder as outlined by the endorsement attached to the General Liability policy. The General Liability policy includes a Preservation of Governmental Immunities Endorsement in favor of the City of Dubuque. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Dubuque ACCORDANCE WITH THE POLICY PROVISIONS. Engineering Department AUTHORIZED REPRESENTATIVE 50. W. 13th Street Dubuque IA 52001 6%� © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Dubuque THE CITY OF B TE u Auena pry 'I��'DU I. Masterpiece on the Mississippi 2007.2012.2013 2017*2019 City of Dubuque Fire Department 11 West 9th Street, Dubuq (address) Dubuque, IA 52001 Phone # 563-589-4160 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 CrossFit Dubuque (Vendor Name) 3080 Cedar Cross Court, #102, Dubuque, Iowa 52003 (Vendor Address - City and State) PROJECT TITLE: Physical Training For The New Hire Academy (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: Provide physical training for the new hire academy The work described above shall be completed at the following location(s): CrossFit Dubuque, 3080 Cedar Cross Court, #102 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 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 ❑ Insurance Schedule F — General Artisan or Trade Contractors or Subcontractors 0 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 June 30, 2026 (date) Page 2 of 20 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 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 $ 1,650.00 CITY OF DUBUQUE, IOWA By: 4/ /_Z'TjMg kLL�L"'01 /15/2026 Michael C. Van Mi ligen Date City Manager U/ 4 ki I ITS]:4 CrossFit Dubuque Company Name Tam vwi, Sa-wK.d emery 1 /8/2026 Signature Date Tammi Saunders Printed Name Onwer/ Head Coach Title Page 4 of 20 EXHIBIT A 11114:7M6'V_1LII1Z9191LIQ111 M Z69 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 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 EXHIBIT C INSURANCE SCHEDULE G 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 1 /6/2026 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. 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. 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 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 INSURANCE SCHEDULE G (continued) C) POLLUTION LIABILITY Coverage required: —Yes X 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: X 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 X 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 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 Dubuque THE C DUUB--*TE 11111.1 2007.2012.2013 2017•2019 Masterpiece on the Mississippi City of Dubuque Water Department 1902 Hawthorne Street (address) Dubuque, IA 52001 Phone # 563-589-4291 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 Modus Engineering (Vendor Name) 214 East 4th Street, Waterloo, IA 50703 (Vendor Address - City and State) PROJECT TITLE: Eagle Point WTP Boiler Replacement Project - Study Phase (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 eauioment and to perform all labor necessary for: Project Management and Study related to initial efforts to appropriately size a system to replace the two boilers. The Study Phase will identify heating demands to appropriately size the boilers and process demand has changed since initial installation. The study will evaluate if the current space is adequate to enable a retrofit, or if a new remote location outside of the existing building extents will be required. It will also evaluate if the currently separate systems at the sludge plant and main plant can be effectively combined. The specifics of the scope are as described in the proposal letter dated December 18, 2025. The work described above shall be completed at the following location(s): Eagle Point Water Treatment Plant (1902 Hawthorne Street, Dubuque, Iowa 52001) 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 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 ❑ Insurance Schedule F — General Artisan or Trade Contractors or Subcontractors ❑ Insurance Schedule G — Vendors 0 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) Page 2 of 20 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 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 $ 17,960.00 CITY OF DUBUQUE, IOWA By: 01 /15/2026 Mi hael C. Van Milligen Date City Manager VENDOR: Modus Engineering IS Company Name Mike Brocka „zo o1/13/2026 Signature Mike Brocka Printed Name Partner Title Date Page 4 of 20 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 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 EXHIBIT B Page 7 of 20 /1. C tr to h is a n c ifi to f i ur ci ov a r !(C�,5itrr i pr' r t co m ci w r t o ys or pr e n nal rt' 'ca th in bi ' g E h rti ' a s I pr a d t e rt nt I ur c or a iv a ap ov d c ifi t u cl rl n' at h r' ct u er r r id E P oje # P je n or An ru o f II u olrs s al I a r a c tie ore e e uer ert ac enk C / on ac r s II q ' e s co ra o o in r ce r e ve g d ns a e f m I s ch ub n ct f ur of s c r or n u u c y su c rtif' at fr t n re uir a do a nt sh b at ca b p ov 7 e ve an O or is fe n d on ac r s II r ui d c y a ee e, in x' it I r ce c i u li t, en a on c 's ' 9. th trtorh btew e�t in nI or c s o rap / 121. / !F a ,pno n n to ce ie cc a ti he o rea ensue a n icX'it Xibei6g r Page 8 of 20 I S o i X B I E I N L B e ra g eg e i 2, 0 0 P d ts- o le d e do gr at i t ,0 ,0 e o a ve si t ry 1 $ 0, 0 ac O Or nc 1, 0, 0 R m e mi a o o ur nc $ ,0 e c a e s $ 0 1 C er e a e rit n a oc rr c, n cl ' s a, f m h ge r is ' ity ov a s I w' to in c d h O r 0 1 b in s n f m 0 d is ' ns o th st d I m r ' I ne I li ili fo 0 or si es o er or B O 2 a e e y i ne cl e O nd s e fo 2 0 ig to o ti (s a er A re to im' o C 2 03 ig e o str ti P -e s) a ra g e e 'mi " as p pr' to n d n rs e i is 'ng a ov ra is ri ry n o co rib or . cl a es on f v t m u' ie n rs e a le to e 5 I u a iti al ' s d d se a or' h i of ub qu , in u g it el e In ap in d id s, I i e to e , e d I uy7Aee its o s o i o a /or u on ' s d ei o d m b s, m y s, ge s, nd of to s. se O or C 2 0 n in op ra ' ns . h d' io l i ur e do a nt a in d o pl d e do de S or C 2 d o a ro' ct r n or p io f o y6alr a t c p io of a of t. 'cy a nc d er h o co er o t rs nd se e oli s II ' cl a nc la ' n d at ial ge id s e pr id' g rt 30 da a a e itt n is of n la ' n o e w, re c' n' in r ce ov a a /or im' an e 1 d s tt n ce f n- y o f m a e e o: it f b u na ce e rt nt 0 e 13 See u 9 C tr to an su co ra r al of se n ro e h t p ' r itt a r al th Ci f bl. u A d ne s e s o Iy it b e' Di ' li its n e d' o i ur d e en u n e e ity f b ue it a ec o' cr li ili c er e. O K S' P TI E y S I IL St ut ne ' s v n II p ye i re o eft y ci nt r d' ea pr cr' e y w o C pt 8 . o r e t to — to of w ov a B p y L' iI' E h cci en 1 ,0 a E pi ee is as 00 0 P lic i t- 'se e $ 0 of s all' cl a ai r i t R ov r fr m h s do e n C er e li is all e e r i e ire by e m ell ex s ns er ,b o C de ec 'on , t nt ct is of q ' ed p rc se o er C p s io I r ce h o ra or al a a op of a at s n ct' n ke m n do or oy rs' is ' it ov ra f fi w' t to a o er ' C p s on s an m Is n, a a ire b o C e ec ' n et f m u a tt e Page 9 of 20 C) A O O 1 1 C m' e i e mi ,0 0 ov a s I i u a ow ed o o e an it d v i S. t C ntr cto s si ss oe n o v i s, ov a is q' e n on- w d d re a 'c1 . P lic sh i u iv of ig to e ve ro O er e or m t. B A/ S I I Y e e ra is it A m it i lit n to r' is it ns a e r qu' m t a e s isf' d h co bi ti of n ry n re o x ss is ' it s an e. th U r a x ss ns a e is do o f ow e r of a im lic' s, ' s I i lu t s e d e en a e ire of e i ry oli ' scl in u o mi d W iv of ub g o n P ' a a n- nt ' u fa r th Ci i II as A n ct s th on c al s a es of 0 0 00 u h e b II xc ss ' b' ' y ve g f 0, 0 0 I as A d a B on c s in on c al s t e 5 0 a $ 0, 0 us a br a/ c s I' il' c er ge f $ ,0 10 I s d co ra or it co ra v e es th $ 0 0 u h e b la xc s' bi ' y c er e $ ,00 ,0 . C ss c ntr to a n re it t a u r a/ c s I' il' c er e 11 nt ct s rf i e h or m h e m' im $ 0, 0 u re r ar es of e ntr ct lu . P L T N A LI ov a re it e N o do li ilit co ra e s all e r qu' d ' pr 'ec nv ve an po ti e o re r z o 0 nt i to m ri s i lu g u of ' i d t re ov o ea , a a s r P B' . P u' n pr du a c p e e do c er ge al b co re . c c rr ce 10 11 0 'cy g g $ , 0 ,00 1 P is o' Cl e' s' d t ns o io co r e. n d d 'io li ur f e ity f 31 ue in di a its e d d pp nt o ci it m oy es a nt , a v un er , al ' s ar s, m is ' n n or t riti a d t it oa e b p e a v u er . U I f m G 0 n in op it' ns r' ui le a C 2 7 co pl d e do s) it e a it. 3 In ud Ir e ati i o o er a al m it' s d e n ro de vi n of ov a fo ar aft c p io of ro' t. 1 Iu a do a nt ' di ti t c er ge ' p ' a n - ntr' ut 6) by iia in d a' er ri t re v fr m e o e nt oll io is ' it in d SP en or 'n t 9 4 o ti L' il' -B a n C er ge f C er to , or qu' al t do a nt ' t c r or as e' e h r sp f I on th O e ' p p y. IF L P O C I I v ag re it es N Page 10 of 20 of Page 11 of 20 o de h to 7 , Li ili of o rn en I isi s ro de cit' s h rt i m iti w ch a e a' bI o U. a n a it f b u s dit' n ns e n ou ns a e is q st b th' I ur c c d y r su in ur a" er t se ni " s. y w Id a p s e o i u ie , pl s s hi en rs m t o an q" al t f m h r e do of " ni " s' fo o b efi . I I S 1 n iv of o rn en I IN in re r x es a e a s e h ur a o hi o" y an th in di o h it of ub u , to a a d do al su d e o ai th de ns o ov n nt i u" y ail le o f y D u e, w n r od of w e io 7 .4 it ow xi s d it y a en d o i to m ai ve in re u er gr s at is oli o ns a e all ov o t s la" s of N t to a of se f ve m t m On u de e o o o S ti 6 .4 s i o e is d s i b an d fr ie ti e. o c i n su ec o od of w e io 7 .4 all e v d t t m n id" on of is ' s n p icy ss io of o rn a m u e ity D up o s II r po sib f as ert' g y fe e e m to 'm ni a y Xs at y e n h d so po th i y rit i r u t h ns er on a "al C er e h ns er no de c er ge n r t p is an h ns er no de o e g a b ne " s idur " g t C" o I n r t "s is or ea n f v nt im u" nl s d nti c rt c p e jur di o a ul i av o e of s ) g er a al ' nit as rt t C' o u q I a o th C n i o'v. a o e s a' n g er a al ' ni' s al of th i c n o It th ve g v " ab upder a oli (D T M L K O S Page 12 of 20 EXHIBIT C Veyrfior h fu is a n c ifi to i ur c o e y D u e, w or a ov a re uir i hi t l rio o e nt r ct m e e nt a c ifi to a re ar o h o c re A f a ro d t I a s n D' isi o an qu' al t. c ce is a all ' cl a st a nt nd e ri 'on f er io a o y e rt' '-a w i ue . V hd S i A ee e da d II Iic' s in ra ce q ' e er n r al a ith n i ur r h ze to o si ss ' I a nd II i ur s all av a ti of o e r i th cu an . B is a ' g ui . ac ce ific a al a rn' a to e n ce e rt nt f t C' u e. h se is r id s I b re it t car t ' i m v a i' s, g at if qed y o er ga gr a nt ' i I. ail a pr id th re it i m v ag sh n b de a ai r s r qu' e nt y e ty D u e F it t b in int n e r ui d' su nc s I c si re a at al a th' a e en . II r au' d nd se e s II e ac d t c ifi to h ce is e i d b r e o ac ar e nt/ / h r ev a pe fic O or is fe n d e rre a io of e r u b us es a q' al t f a ro d t D' c o i nc an B g T s i pr i t st ' e y li in riti g e' ti s d cl io fr m e O r 8. If n r' im' o is ' ity re ig r t n e r qu' ed in' u li is en a an r' im' s II e t 's gr a nt' re it li s. 9. d sh r ui al u o ac rs nd ub u on ac rs o ai n m ta' d in e e r nc of or in ra e r t c er ge de ri d ' th' In r ce c du a s II t ' c ifi to of ' s n fr m s h b it ct s d b- b nt r ct n r re t t i b is f th ai re a su o a r d b- b nt ct to bt 'n d ai in uc co er e. a it a re e a p f ch rt' 'ca s f m e en r. 0 e or h b es on I or ed ti s/ If-' s d to io or ay e of p is re iu s d e st as ci ed it h s a e ic' s r ui d Io 1. All e' ca s in r ce u in d ag is a o n b a d ai d es . 1 C' o u a r e s e r' ht r ui c D e. e' ie o' s a e ire in ra ce oli 'es. n Page 13 of 20 I e erxio er a al a ntt o a c rr ce o la s a t ne a ra ab 1 v a sh b wr' e n co w I rm G O o u 'ne o ne f de al h to ar IS c rc g er li ili fo 0 01 or u: w r 0 2, a e e y i n e cl e l se e or C 2 4` e gn e o do s) a ra g e e In ud a or m t i is in h co r e i pr' ar an n -c tri to c de re ry io of ov n n I u tie E or m t a le tt e I lu dIt' na ns e n rs o f C' o u q i lu n II i el cte a a of ed ffi Is all ' e pi of a s, it o ds co Iml io a d/ a or' es n e o rd a er e pl e a v n er . U I f m G 1( go' g er io ) its q o y a1 nc de er ht co er t rs d se e oli s IH cl a nc a' n d at ial a e nd se e pr id' g n: 0 a al e it n is f n la n, o e re c i n in ra ce ov a a n e 10 d tte n ce f n- y nt f p m' m a e en o: it f na a ep nt 0 e 13 See u q l a E O S I E A I to o B of c er g e I ee in' a n ea id t o di as as re rihA de h to 5 by a A at o to f I a e ge E pi era i Hit t 0 0 i ra B mi shill av a Page 14 of 20 C u C L I B IT C e ge a re s o II o ab' ty v a sh b re it if a ss e, nt ct' g rty or r to a p uti e os re r at a of a rd s c to in d at ial in di t t li i. to a le ro c, t re ov o e a e s r P B. P ut' d t d m et o ra ' n co ra all s e ov e ac O ur nc 2 0 00 P is A e to 10 10 oli t nc de ' b to nd a po ati c er ge 2 1 u a iti al ' s d r: h Ci of u q , i u g it el to an ap of d ic' s 11 i e Io ee an lu ee 7 its o s o i io a /o u on ' s d ei o d er , e to ee an vo nt rs s IS to 1 ( g g pe do s) it a va nt n 0 ( m to op at' ns . I Iu P es an G ve m to m n' 'es In rs e 4) Pr id ea e e co er e r 5 a a r m ati o pr ' c cl e d se a in ' a ' g at v ag is i y d on on ib ry 6 P is sh i u w ve of ' ht r o ry o t rs d se e D P OF S O L I L 0 0 ov a re it es N t re uir p is r id cl m e ve g 1) R ro tiv D e s e o a d st a to t d e h ag a nt s an st a in in a e de ce i ur c u b pr id f at a iv (5 y r ft co pl io of e r r rvi s. f ve g s nc ed r n- ne e n o ep ce wi a th c m m e li fo ith R ro tiv D e for t d e th a e n h o a r us ro d ex n d r o g" ov a fo a ni f f' e y rs ft co pl io f e rk r rvi S. R A I / E 1, 0, 0 o ra r ui d: e C er e r F' st d it P y e 1' i1' i u g t t I' it to s at a re or io , s f i o e d e r c f i or ati E S $ 0 , 0 C e ge e re Ys o e e rat is ' ill ty u m ill e is it n o is is ' it s an r ui m is a e s sfi O77FDI io of ri ry nd m el or x ss is ' ity s an . th re o x ss s an p is o n TO w e r f lic' s, ' sh i u t s e do e n as a re of e im li s ' cl in u of ' i d ve of b g on nd Pr' a s N- nt r' ut i a r h i Page 15 of 20 L :4 :4 Page 16 of 20 EXHIBIT D INSURANCE SCHEDULE J Engineer 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 # Ea91.P.mtWTPB.1.1or Project Location at or construction of 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 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 $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 13th 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 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 X 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 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 dubuelue THE CITY OF DUBIL\JME, " 200 2DI2.20133 Masterpiece on the M1ss%sSIPPI. 2017*2019 City of Dubuque Department (address) Dubuque, IA 52001 Phone # 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 Neiland Refrigeration (Vendor Name) (Vendor Address - City and State) PROJECT TITLE: Grand River Center Walk -In Cooler Compressor 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: the replacement/repair of the walk-in cooler compressor (quote attached) The work described above shall be completed at the following location(s): Grand River 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 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 ❑ Insurance Schedule F — General Artisan or Trade Contractors or Subcontractors E 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 mpl to the Project under this Contract on or before O� P (date) Page 2 of 20 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 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 $ 7,504.48 CITY OF DUBUQUE, IOWA VENDOR: By: 01 /15/2026 Michael C. Van Mi ligen Date Company Name City Manager By. Signature Da e IfIckf Alt Printed Name 4�2CJAIl Title Page 4 of 20 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 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 GRAND RIVER CENTER Thursday, November 13, 2025 City of Dubuque City of Dubuque Recognition Day Jenny Messerich City Hall, 50 W 13th Street Dubuque, Iowa 52001 Dear Jenny Messerich, ®VG OAK VIEW GROUP EVENT CONTRACT City of Dubuque Recognition Day May 07, 2026 Thank you for choosing the Grand River Center to host City of Dubuque Recognition Day! We are looking forward to assisting you with the details to make your event a memorable experience for you and your attendees. Please review this agreement carefully, sign, and return. Once signed, we will counter -sign and send you a copy for your records. Upon completion of the booking process, we will work with you on the details of your event, including scheduling, setups, catering, audio/visual services, and much more. If you have any additional questions, please do not hesitate to reach out to me. Thanks again, Sincerely, Rachel Clisch Director of Sales and Marketing Grand River Center- proudly managed by Oak View Group Email: rachel.clisch@oakviewgroup.com Phone: 563.239.9301 1/9 Date Time Function Space Setup AGR Thu, 5/7/2026 7:00 AM-7:30 AM Client Arrival Exhibit Hall B 7:00 AM-7:30 AM Set Up Exhibit Hall B 7:30 AM-8:15 AM Registration Exhibit Hall Prefunction 7:30 AM-11:00 AM Vendors Exhibit Hall Prefunction 8:15 AM-9:30 AM Breakfast Exhibit Hall B 500 8:30 AM-10:30 AM Program Exhibit Hall B 11:00 AM-12:00 P Tear Down Exhibit Hall B VENUE RENTAL Date Time Room Price Discount Total 5/7/2026 7:00 AM - 12:00 PM Exhibit Hall B $2,000.00 $2,000.00 $0.00 5/7/2026 7:00 AM - 12:00 PM Exhibit Hall Prefunction Subtotal $2,000.00 Less Discounts $2,000.00 Flat Discount $2,000.00 Rental Total $0.00 Catering Time Item/Title t /Price Subtotal Food and Beverage Minimum 1 Each @ $10,000.00/Each $10,000.00 (exclusive of the then -current Management Charge, which is currently at 22% but subject to increase, and cash sales.) Subtotal $10,000.00 Catering Total: $10,000.00 Item Charges Total $10,000.00 EVENT SUMMARY Event Charges $12,000.00 Less Discounts $2,000.00 Flat Discount $2,000.00 Subtotal EVENT TOTAL $10,000.00 $10,000.00 This License Agreement (the "Agreement") is between (i) Oak View Group ("Operator") as agent on behalf of the City of Dubuque, Iowa ("Owner"), and (ii) the Licensee set forth above. Background Owner is the owner of the Facility and has engaged Operator to manage and operate the Facility. Operator is authorized by Owner to license the use of the Facility to others for the purpose of holding certain events. The purpose of this Agreement is to set forth the terms and conditions on which Operator is granting Licensee a license to use the Facility for the purpose of holding the Event. By signing below, the parties acknowledge receipt and understanding of all the terms and conditions herein, including the below Standard Terms and Conditions. 2/9 STANDARD TERMS AND CONDITIONS Grant of License; Licensed Premises. Subject to the terms and conditions of this Agreement, Operator grants to Licensee a license to use the Licensed Premises during the Term, for the limited purpose of holding the Event (and for associated load in, set up, and load out of the Event, if applicable) and not for any other purpose. Licensee shall not have access rights or privileges in or to any other part of the Facility besides the Licensed Premises, except for the privilege of ingress and egress through the public corridors at the Facility, on a non-exclusive basis, as necessary to utilize the Licensed Premises. Unless agreed otherwise in writing by Operator, the Event shall be by "invitation only" and will not be open to the public. Licensee shall use the Licensed Premises to hold and present the Event in accordance with the terms and conditions of this Agreement and all rules and regulations of Operator or Owner pertaining to the Facility (the "Facility Rules"), as modified from time to time upon notice to Licensee. 2. Term. The Term shall be as set forth above. If the Term is extended (which may occur only with the prior written consent of Operator) Licensee shall be solely responsible for all costs and expenses incurred or required in connection with such extension. In addition, if the Event (or any session thereof) runs beyond the agreed end time on any of the Event nights, or if load -out runs beyond the proscribed time, Licensee shall be liable for any additional expenses incurred by Operator, including but not limited to payments to union labor, if applicable. 3. Duties of Operator. Operator, at the cost and expense of Licensee except or as otherwise provided hereunder, shall provide (or cause to be provided) the following in connection with the Event (the cost of which shall collectively constitute "Costs"): (a) Staffing. Any and all personnel as may be required by Operator (in its sole discretion) to properly staff the Facility for the Event and for the proper and safe presentation of the Event, including, without limitation, personnel to set up and take down the Event (including all riggers), security personnel, ushers, crowd control, first aid (EMT), fire personnel, supervisors, electricians, janitorial staff, audio visual technicians, telecommunications staff, concession and catering staff, and other necessary support services customarily provided by Operator for a like event, as applicable; and (b) Additional Requested Items and Services. Additional items, personnel, and services, which Licensee requests to be provided in connection with the Event and which Operator is reasonably able to provide, such as stagehands for set-up, take down and productions, additional production requirements, and lighting and/or sound equipment other than the current sound or lighting system in the Facility, all of which shall be subject to the approval of Operator. It is understood by Licensee that services, labor, and equipment will be provided only to the extent of existing available inventory and in consideration of other Facility events and activities. 4. Food and Beverage. The F&B Provider shall have the exclusive right to provide food and beverage services in connection with the Event. The "F&B Provider" shall be the Operator or, if applicable, any third party the Facility has contracted with to be the exclusive food and beverage provider for the Facility. No other individual or organization is permitted to bring food or beverage products into the Facility, without the express written consent of Operator. (a) Food & Beverage Fee. Licensee shall pay the F&B Provider for all food and beverage services provided at the Event (the "F&B Fee"). Licensee acknowledges that the F&B Fee has been established based on Licensee's representation that the F&B Fee hereunder will be no less than the F&B Minimum. In the event the actual F&B Fee is less than the F&B Minimum, Operator shall have the right to increase the F&B Fee to the F&B Minimum. (b) Banquet Event Order. No later than 21 days prior to the Event, Licensee and F&B Provider shall enter into a banquet event order form including the specific menu items and estimate of number of people attending the Event for whom such items will be provided (the "BEO"). Such BEO shall include an estimate of the F&B Fee and additional terms and conditions as may be required by the F&B Provider. No later than 5 business days prior to the Event, the BEO shall be revised to reflect any changes to the guaranteed number of people attending the Event. Once such BEO is entered into, Licensee shall be required to pay, at a minimum, the F&B Fee specified therein, regardless of any subsequent changes requested to the menu or attendance number. Unless otherwise agreed by Operator, the remaining balance of the F&B Fee not previously paid to the F&B Provider shall be paid by Licensee by money order, wire transfer, or certified check on the day of the Event. (c) All catered events are subject to a Management Charge that will be assessed at the rate in effect at the time of any event. While that rate is currently set at 22% of the goods and services provided, it is subject to increase by up to an additional 2% (to 24%) upon notice to Licensee. This Management Charge is the sole property of the food/beverage service company or the venue owner/operator, as applicable, and is used to cover costs and expenses in connection with the catered event and administration of the event (excluding employee tips, gratuities, and wages), and is not charged in lieu of a tip or gratuity. For avoidance of doubt, the Management Charge is not a tip or gratuity, 3/9 nor is it purported to be a tip or gratuity for any employee who provides services to guests (e.g., wait staff employee, service employee, service bartender, and the like), and no part of the Management Charge will be distributed (as a tip, gratuity, or otherwise) to any employee who provides service to guests. 5. Fees; Deposits. (a) License Fee. Licensee shall pay Operator the following amounts (collectively, the "Fee"), and unless otherwise set forth above, the entire Fee shall be paid to Operator in advance of the Event: 1. Base License Fee; plus 2. F&B Fee; plus 3. Costs as set forth above, and any and other expenses that Licensee is obligated to reimburse Operator for under this Agreement. (b) Non -Refundable Deposit. A non-refundable Deposit in the amount set forth above is payable to Operator upon execution of this Agreement. Such Deposit shall be credited to the Fee at settlement. Licensee shall not be entitled to the payment of any interest whatsoever on the Deposit. If the Deposit (or any portion thereof) is not paid on or before the due date(s) specified above, Operator may terminate this Agreement, in its sole discretion, by providing written notice of termination to Licensee. Any such termination shall be in addition to any other rights or remedies available to Operator at law or in equity arising out of such breach by Licensee, including Operator's right to recover damages. Any additional Costs relating to changes in the Event requirements shall, unless otherwise agreed by Operator, be paid by Licensee by money order, wire transfer, or certified check on the day of the Event, unless otherwise agreed by Operator in advance. (c) Interest Payment. In the event Licensee fails to remit payment when due of any amounts due, interest shall accrue on such overdue amounts at the rate of 1.6 % per month (18% per annum), or the maximum rate permitted by law, whichever is less. Unless otherwise agreed by Operator, all payments hereunder shall be made by money order, wire transfer, or certified check. 6. Event Requirements. Licensee shall provide to Operator all necessary set-up instructions (personnel, equipment, utilities, layout, etc.) for the Event no later than 30 days prior to the Event (or, if this Agreement is executed less than 30 days prior to the Event, then immediately upon execution hereof) which shall include a copy of a full and complete floor plan for the Event (the "Event Plan"). If such Event Plan is not provided to Operator by such date, or if changes are made to the Event Plan after they have been provided to Operator, and Operator incurs additional costs or expenses as a result of such changes, Licensee shall be solely responsible for such additional costs and expenses at Operator's prevailing rates. No set-up of any exhibits may begin without proof of approval of the Event Plan by the local Fire Department/Fire Marshal for the town or city in which the Facility is located (the "Fire Department'), as applicable, and by the Operator. Advertising and Promotion. Licensee shall not publicize, or permit to be publicized, the Event prior to the execution of this Agreement by Operator. Licensee represents and warrants that (1) it has all necessary rights, title, and license in and to any advertising or promotion of the Event, and (11) that all advertising of the Event will be accurate, truthful, and will include accurate information of the Event times and ticket prices (if applicable). All Event -related advertising will be subject to the prior written approval of Operator, not to be unreasonably withheld. All print and broadcast materials associated with the Event shall use the official Facility name/logo as provided by Operator. Operator has no responsibility whatsoeverto advertise or market the Event. Operator reserves the right to display or sell, without limitation, advertising, and promotions within and around the Facility, and to retain all income from such display or sale. Licensee shall not interfere with, block, remove, or otherwise disturb advertising or promotions within or around the Facility without the prior written consent of Operator. Signs containing commercial or sponsored advertising messages must be approved in advance in writing by Operator. 8. Permits and Licenses. Prior to the Event, Licensee shall procure, at its expense (1) all licenses, permits, and approvals required under applicable laws in connection with its use of the Licensed Premises for the Event, including, without limitation, any licenses, permits, or approvals required by the Fire Department, and (11) all licenses required by any performance rights organizations, such as ASCAP, BMI, GMR, SESAC and SOCAN, for music or other works to be utilized or displayed in connection with the Event. Copies of such licenses and proof of payment therefor shall be provided to Operator upon request. Notwithstanding anything contained herein to the contrary, Licensee shall not be required to secure any permits for the general day-to-day occupancy of the Facility, or any music licenses which have previously been secured by Operator or Owner, as communicated in writing to Licensee. 9. Indemnification; Limitation on Liability; No Warranties; Risk of Loss. (a) Indemnification. Licensee hereby agrees to indemnify and defend Operator, Owner, any and all Facility vendors, and any other present or future lender providing financing to, or in connection with, the construction or operation of, the Facility, and each of their respective successors and assigns, and all past, current, and future agents, representatives, servants, officials, regents, officers, directors or supervisors, consultants, and employees of the foregoing (collectively, the "Facility Parties") from and against any and all claims, suits, losses, injuries, damages, liabilities, and expenses, including, without limitation, 4/9 reasonable attorneys' fees and expenses (collectively, "Claims or Costs"), occasioned in connection with, arising or alleged to arise, wholly or in part, from (t) any breach of this Agreement by Licensee, (ii) the exercise by Licensee of the privileges herein granted, or (Ifi) the acts or omissions, or violation of any applicable law, rule, regulation, or order, of or by Licensee or any of its agents, owners, officers, directors, members, managers, representatives, contractors, exhibitors, employees, guests, or invitees (collectively, the "Licensee Parties"). (b) Limitation on Liability. Operator shall not be liable under any circumstances to Licensee for any indirect, special, punitive, or consequential damages, or loss of revenue or profits arising in connection with this Agreement, even if Licensee has been advised of the possibility of such damages. (c) Condition of Facility. Operator makes no warranty or representation to Licensee of any kind (express or implied) regarding the suitability of or compliance with applicable laws, of the Facility, the Licensed Premises, or any portion thereof, as built, for any aspect of the use Licensee expects or intends to make of the Facility. Licensee further agrees that the Facility and specifically the Licensed Premises are being provided "AS IS", "WHERE IS" and "WITH ANY AND ALL FAULTS" and without warranty, express or implied, as to the merchantability or fitness for the use thereof for any particular purpose. (d) Risk of Loss. None of the Facility Parties shall be responsible or liable for any injury or death to any person or loss or damage to the personal property sustained by any Licensee Party resulting from any condition, accident, or occurrence in or upon the Licensed Premises, unless such injury, loss, or damage is due to the gross negligence or willful misconduct of a Facility Party. Licensee acknowledges and agrees that all of its property or property of others in the Facility shall be used and/or stored in the Facility at the sole risk of Licensee, and Licensee on behalf of itself and each Licensee Party hereby waives and releases the Facility Parties from any and all Claims or Costs related thereto to the fullest extent permitted by law. (a) Survival. The provisions of this Section 9 shall survive any expiration or termination of this Agreement. 10. Insurance. (a) Required Coverage / Required Terms. Licensee shall, at its sole cost and expense, acquire and maintain throughout the Term, insurance as required on Exhibit A, attached hereto, and comply with all terms contained therein. (b) Failure to Obtain Insurance. Operator shall also have the right to prohibit Licensee or any of the Licensee Parties from entering the Facility until such certificates or other evidence that insurance has been obtained in complete compliance with this Agreement is received by Operator. Licensee's failure to maintain the insurance required herein shall be a material breach of this Agreement by Licensee and shall entitle Operator to terminate this Agreement upon notice to Licensee. IN THE EVENT OF SUCH TERMINATION BY OPERATOR, THERE SHALL BE NO FURTHER LIABILITY OF ANY KIND OR NATURE WHATSOEVER BY OPERATOR TO LICENSEE, AND OPERATOR SHALL RETAIN THE RIGHT TO PROCEED WITH A LEGAL ACTION AGAINST LICENSEE TO RECOVER ANY AND ALL DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS) SUSTAINED BY OPERATOR BY REASON OF LICENSEE'S DEFAULT HEREUNDER. (c) Non -Compliance. In the event that Licensee fails to procure and present the required insurance, Operator shall have the right, but not the obligation, to do so on Licensee's behalf and at Licensee's expense and shall be entitled to reimbursement for the costs thereof as part of the Fee. 11. Use of the Licensed Premises. (a) Duty of Care: Return of Facility. Licensee shall use the Licensed Premises in a safe and careful manner. Licensee shall not (and shall ensure that all Licensee Parties do not) mar, deface, or injure any part of the Facility. Upon conclusion of the Term, Licensee shall deliver the Licensed Premises in as good condition and repair and in the condition received at the beginning of the Term, normal wear and tear excepted. (b) Return of Property. Immediately following the Event but no later than conclusion of the Term, Licensee shall immediately remove from the Licensed Premises any and all property, goods, or other effects belonging to, or brought into the Facility by, any Licensee Party. If Licensee fails to do so, Operator may store or cause to be stored any such property at Licensee's expense. Alternatively, Operator may deem such property to be abandoned and sell such property in such a manner and to such an extent as is permitted by applicable law and apply the proceeds of such sale(s) in a manner determined by Operator in its sole discretion. (c) Operator Access and Control. In licensing the use of the Licensed Premises to Licensee, it is understood that Operator does not relinquish the right to control the management thereof and to enforce all necessary rules and regulations. Operator shall at all times have the right to limit the number of people attending the Event, for the purpose of ensuring the safety of people and property at the Facility. (d) Disorderly Conduct. Operator reserves the right at all times to refuse admission to or to cause to be removed from the Event, the Licensed Premises, and/or the Facility any disorderly person, Including Licensee's employees, agents, contractors, exhibitors, guests, and invitees, as determined by Operator in its sole discretion, and in the event of the exercise of such authority, Licensee hereby waives any and all claims for damages against Facility Parties on account 5/9 thereof. (e) Other Events. Licensee acknowledges that other events or activities may be scheduled within the Facility during the Term in areas other than the Licensed Premises. Licensee acknowledges that the public parking areas surrounding the Facility are not exclusive to or for the Event. Licensee agrees to adhere to a "good neighbor" policy and will not permit or allow to be permitted, any activity In the Licensed Premises that will disturb use of other areas of the Facility by any other individual, entity, organization, or event. (f) Broadcasting. Licensee shall not televise or broadcast the Event or any part thereof without the prior written approval of Operator, which may be withheld in Operator's sole discretion, and may further be conditioned on Licensee (or an applicable third party) paying an additional fee for the privilege to broadcast the Event, and/or Licensee procuring additional insurance to cover such broadcasting activities. (g) Coat Check. Unless otherwise agreed by Operator in writing, Operator reserves the exclusive right to operate, or contract for the operation of, a coat checkroom, and to retain all revenue in connection therewith. - 12. Non -Discrimination / Americans With Disability Act. Licensee agrees not to discriminate against any employee or applicant for employment to be employed in the performance of or in relation to this Agreement, with respect to the hire, tenure, terms, conditions, or privileges of employment, or any other matter directly or indirectly related to such employment, whether on account of race, creed, marital status, color, religion, national origin, ancestry, age, sex, sexual orientation, gender identity, disability, or handicap, except where based on a bona -fide occupational qualification. With respect to the Event, Licensee recognizes that it is subject to the provisions of Title III of the Americans With Disabilities Act, as amended ("ADA" ). To the extent that Licensee reconfigures, modifies, alters, rearranges, or otherwise prepares or "sets up" the Licensed Premises or any other portion of the Facility in order to accommodate the Event, Licensee shall be responsible for ensuring that such areas comply (and continue to comply throughout the Term) in all respects with the ADA, including without limitation with regard to accessibility, usability, and configuration. Licensee shall be solely responsible for providing auxiliary aids or any modification of the Licensed Premises or other portions of the Facility that may be required in order to accommodate the Event, and for ensuring that the policies, practices, and procedures it applies in connection with the Event are in full compliance with the ADA. 13. Termination. Either party may terminate this Agreement in the event the other party fails to perform any of its material obligations under this Agreement, and such failure has not been cured within 15 days (or 5 days in the event of a payment default) after the date on which the breaching party receives written notice describing such breach in reasonable detail. Notwithstanding the foregoing, in the event Licensee fails to provide the insurance certificate(s) required herein by the date due hereunder, or if Operator or Owner may suffer irreparable harm as a result of the breach by Licensee, Operator shall not be required to wait any period of time before terminating this Agreement or pursuing any remedies hereunder or under applicable law. Any termination of this Agreement shall not prejudice any other right or remedy available to the non -breaching party at law or in equity. In the event Operator terminates this Agreement due to a breach or default by Licensee, Operator may retain as damages any fees paid by Licensee under this Agreement (including the Deposit), without prejudice to any other legal rights or remedies Operator may have. 14. Loss of Use of Facility; Force Majeure. (a) "Event of Force Majeure" Defined. "Event of Force Majeure" means any occurrence or condition beyond the reasonable control of the party asserting it that prevents such party from performing its obligations under this Agreement and may include, without limitation, fire, earthquake, flood, pandemic, epidemic, act of God, strike, lockout, or other labor dispute; provided, however, that under no circumstances shall the monetary inability of a party to perform be considered an Event of Force Majeure. (b) Loss Affecting the Facility or Event of Force Majeure Affecting Operator. Should the Facility or any material part thereof be destroyed or damaged by fire or by any other cause, or if any other Event of Force Majeure shall render the fulfillment of this Agreement by Operator impractical, this Agreement shall terminate, and Operator shall not be liable or responsible to Licensee for any damage or loss caused thereby. In such event, and provided that such casualty loss of Event of Force Majeure was not caused by an act or omission of Licensee or its employees, agents, representatives, or affiliated parties, Operator shall return the Deposit to Licensee, less any out-of-pocket costs incurred by Operator in connection with the Event (for which Licensee shall remain liable). (c) Event of Force Majeure Affecting Licensee. Should Licensee be unable to take possession of the Facility or present the Event due to an Event of Force Majeure, without limiting the terms of subsection (b) above, neither Operator nor Licensee shall have any liability under this Agreement and Licensee, as its sole remedy and relief, shall receive a refund of any uncommitted or cancelable advance payments, with the exception of the Deposit, which is nonrefundable. 15. Cancellation of Event by Licensee. In the event of a cancellation by Licensee of the Event no Deposit refund shall be made. Additionally, and unless otherwise indicated by Section 14 above, Licensee shall be obligated to pay the full amount of the Fee contemplated to be due hereunder had the Event actually occurred, including without limitation the F&B Fee. The parties agree that Operator will be damaged by any such cancellation, and that the exact amount of such damages would be either impossible or inconvenient to prove, and that the amounts set forth in the preceding sentence are a reasonable estimate of the amount of such damages. The parties further agree that such amount shall constitute liquidated damages, and not a penalty of any kind. The remedies set forth in this section are in addition to, and not in lieu of, any other rights or remedies Operator may have, at law or in 6/9 equity, in the event of a breach or cancellation of this Agreement by Licensee. 16. Miscellaneous. (a) Compliance with Laws: Facility Rules, Taxes. Licensee shall comply with and shall cause all of the Licensee Parties to comply with all laws, regulations, and ordinances applicable to it in connection with its performance under this Agreement as well as all Facility Rules ("Compliance Obligations"). These Compliance Obligations include, without limitation, compliance with all national, state, and local laws, regulations, and ordinances, as well as all Facility Rules implemented to reduce the risk of transmission of COVID-19. Unless otherwise expressly stated herein, any items or services provided by Operator to Licensee to assist Licensee in performing its Compliance Obligations shall be the sole responsibility of Licensee and reimbursable to Operator as Costs. Licensee agrees to pay promptly all taxes assessed on its activities at the Facility hereunder, including any sales tax on the payment of the Fee hereunder (which shall be in addition to the amounts due hereunder). (b) Governing Law: Consent to Exclusive Jurisdiction. This Agreement shall be governed by the internal laws of the state or commonwealth in which the Facility is located, without regard to conflict of laws principles. Any action arising out of or in connection with this Agreement, or the conduct, acts, omissions, or activities of the parties hereunder, shall be brought in the federal or state courts located in the state or commonwealth in which the Facility is located, and the parties hereby submit to the exclusive jurisdiction of, and venue in, those courts. (c) Management Agreement. Licensee recognizes Operator is entering into this Agreement pursuant to its specific authority in the management agreement between Owner and Operator ("Management Agreement') and to the extent such Management Agreement expires or is terminated, or Operator ceases for any reason to be the manager of the Facility, Operator shall have no independent liability under this Agreement and this Agreement shall remain in full force and effect and all performance by Operator shall be rendered by Owner or the Facility's successor manager. If the Facility closes or becomes non -operational, Operator or Owner may terminate this Agreement without liability. (d) Assignment This Agreement shall not be assigned nor shall Licensee's right to use the Licensed Premises be sublicensed by Licensee without the prior written consent of Operator in each instance, which may be withheld in Operator's sole discretion. Operator may assign this Agreement at any time to any party including, without limitation, any successor owner or operator of the Facility. (e) Waivers. No waiver shall be effective unless it is in writing and is signed by the party to be charged. No delay or failure to exercise any right or remedy accruing to any party shall impair any such right or remedy, nor shall it be construed as a waiver of any future right or remedy. (f) Relationship of the Parties. The parties are independent contractors, and nothing in this Agreement shall be construed to create a partnership, joint venture, employment, or agency relationship. (g) Notices. All notices shall be in writing and shall be deemed delivered 3 days after deposit in the U.S. mail, certified, return receipt requested, to Licensee and Operator at the address set forth above (Attn: General Manager), with a courtesy copy sent via electronic mail. A copy of all notices to Operator to be sent to OVG360, 150 Rouse Blvd., Philadelphia, PA 19112, Attn: Legal Department, Email: OVG360Legalaoakviewgroup.com (h) Severability. If any provision of this Agreement is declared invalid or unenforceable by an arbitrator or court of competent jurisdiction, such provision shall be severed from the remainder of this Agreement, which shall remain in full force and effect. (i) Attorneys' Fees. In case any suit or action is instituted by Operator to enforce compliance with this Agreement, including all appeals, Operator shall be entitled to recover all reasonable costs incurred, including staff time, court costs, attorneys' fees, and all other related expenses, from Licensee, in addition to the costs and disbursements provided under applicable laws. (j) No Third -Party Beneficiaries Entire Agreement. No other party shall be or be deemed to be a third -party beneficiary of this Agreement, except for Owner, who is an intended third -party beneficiary of the obligations of Licensee under this Agreement, entitled to enforce this Agreement directly against the Licensee as if Owner was a party hereto. This Agreement constitutes the entire agreement and understanding of the parties regarding its subject matter, and supersedes any and all prior agreements, understandings, or communications between the parties, whether oral or written. This Agreement may not be amended except by a writing signed by an authorized representative of each party. In the event of a conflict between the terms of this Agreement and the terms set forth in any exhibits or addenda attached hereto, the terms of this Agreement shall govern. This Agreement shall be binding upon and inure to the benefit of all successors and permitted assigns. 7/9 ACCEPTED AND AGREED: Oak View Group as agent on behalf of City of Dubuque, Iowa By: By. Print Name: Michael C. Van Milligen City Manager Date: 01/15/2026 8/9 Exhibit A Insurance Obligations Licensee shall obtain, at its own cost and expense, the following insurance: (a) CGL Coverage. Licensee shall obtain commercial general liability insurance in the name of Licensee which insures all operations of Licensee (including operations of Licensee as contemplated by this Agreement), and Licensee's contractual undertaking of liability of another and Licensee's assumption of liability, as set forth in this Agreement. Such insurance shall be written with a limit of at least One Million Dollars ($1,000,000.00) for bodily injury, property damage and personal injury, with a Two Million Dollars ($2,000,000) General Aggregate. (b) Workers' Compensation Coverage. Licensee shall maintain, at its own cost and expense, workers' compensation insurance in respect of all employees, players, performers and any borrowed, leased or other person to whom such compensation may be payable by Licensee. (c) Automobile Liability Coverage. If Licensee is operating or causing the operation of vehicles on the premises of the Facility, Licensee shall maintain commercial automobile liability insurance, including coverage for the operation of owned, leased, hired and non -owned vehicles, in the minimum amount of Five Hundred Thousand Dollars ($500,000.00) per accident, combined single limit for personal injury and property damage. Additional Terms: • Other than In connection with workers' compensation policies, all such insurance shall name Oak View Group and City of Dubuque, Iowa as additional insureds. The naming of City of Dubuque„ Iowa as an additional insured shall not constitute a waiver of the defenses available to City of Dubuque, under Chapter 670 of the Code of Iowa. • Certificates of Insurance. At least 30 days prior to the Event (or immediately upon execution hereof, if less than 30 days remain before the Event), the Licensee shall provide to the Operator certificate(s) of insurance evidencing the coverages set forth above. • Insurance policies shall be issued by insurance companies authorized to do business by the State of Iowa and have an A.M. Best rating of at least A-Vill or better for the duration of the Agreement, include a waiver of subrogation in favor of the Facility Parties and be primary and non-contributory with any available insurance policies and programs of self-insurance of the Facility Parties. • Licensee shall not cancel or otherwise modify policies set forth above without 30 business days' prior written notice to Operator and in the event of a non-payment of premium by Licensee, shall issue 10 days' prior written notice to Operator. • Insurance effected or procured by Licensee hereunderwill not reduce or limit Licensee's contractual obligation to indemnify and defend the Facility Parties hereunder. • All such policies shall be in such form and contain such provisions as are generally considered standard for the type of insurance involved. 9/9