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Signed ContractsCity of Dubuque City Council CONSENT ITEMS # 11. Copyrighted August 17, 2026 ITEM TITLE: Signed Contracts SUMMARY: Bauer Built for Tire Changes/Repairs for Transportation Services buses/vehicles; Dubuque County for enforcement of delinquent parking tickets; Dubuque Forward, LLC for Design and Installation of Lighting on Historic Town Clock; Environmental Systems Research Institute, Inc. for Small Government and Local Utility EA Esri Advantage Program; FIRE RECOVERY USA, LLC for billing services; Graymont Western Lime for the City of Dubuque Water High Calcium Quicklime Bid Documents 2026; Green Valley Landscaping for City Detention Basin Maintenance; Hills and Dales for FY 2027 Special Services Grant Program Agreement; Holy Family Catholic Schools for Temporary Parking License Agreement; KorTerra, Inc. for software -as -a -service; Municipal Well & Pump for Well No. 7 Rehabilitation — Phase 3 Project; Top Grade Excavating, Inc. for the Dodds and Sinclair Terminal Contaminated Soil Removal Project at South Terminal Street. SUGGUESTED Receive and File DISPOSITION: ATTACHMENTS: 1. 26_07_28 Request for Signature Fire Cost Recovery Contract 2. 26_07_29 Small Government Esri Advantage Program Renewal 3. 26_07_31 City Detention Basin Maintenance Contract with Green Val 4. 2026-07-27 City of Dubuque KorTerra Services Agreement - Printed - signed 5. Dubuque County 6. 26_08_05 Request for Signature Well No 7 Rehab Contract Approved 7. 26_08_05 Eagle Point Water Treatment Plant Award of Bid High Calc 8. 26_08_07 Memo MVM Holy Family Schools Parking License Agreement 20 9. 26 08 07 Short Form Vendor Contract Bauer Built 10. 26 08 10 Dodds and Sinclair Terminal Contaminated Soil Removal Pr 11. 26 08 10 Memo MVM FY27 Hills and Dales 12. 26_08_10 Memo MVM Town Clock Lighting Partnership Maintenance Agr This Services Agreement ("Agreement") is made effective as of ("Effective Date"), by and between FIRE RECOVERY USA, LLC, a California limited liability company ("Company"), and Dubuque Fire Department, ("Client"). The Company and Client are referred to herein individually as a "party" and collectively as the "parties." RECITALS WHEREAS, Company engages in the business of performing billing services for United States fire departments in connection with the provision of emergency services regarding motor vehicle incidents and other emergency incidents; WHEREAS, Client seeks the services of Company to assist with the billing for services that Client provides in connection with motor vehicle incidents and other emergency incidents; and WHEREAS, Company and Client desire to enter into this Agreement to memorialize their agreements regarding the Company Services to be provided to Client. NOW, THEREFORE, in consideration of the mutual representations, warranties and covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Company and Client agree as follows: ARTICLE 1 ENGAGEMENT 1.1. Engagement: Client hereby engages Company to provide the billing services described in Article 4 herein and in Scheule 1, attached hereto; collectively, the "Company Services"), and Client hereby accepts such engagement, all on the terms and conditions set forth herein. Company will determine the method, detail, and means of performing the services detailed below. ARTICLE 2 REPRESENTATIONS AND WARRANTIES 2.1. Representations and Warranties of Company: Company hereby represents and warrants to Client that, at all times during the term of this Agreement, Company is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of California. 2.2. Representations and Warranties of Client: Client hereby represents and warrants to Company that, at all times during the term of this Agreement, Client is, governs, or contracts with an organized fire department established pursuant to the laws and ordinances of the state and locality in which Client is located. ARTICLE 3 COMPANY STATUS AND QUALIFICATIONS 3.1. Independent Contractor: Company enters into this Agreement, and will remain throughout the term of the Agreement, as an independent contractor. Company agrees that it will not become an employee, partner, agent, or principal of Client while this Agreement is ineffect. 3.2. Payment of Income Taxes: Company is responsible for paying when due all income taxes, including estimated taxes, incurred as a result of the compensation paid by Client to Company for services rendered under this Agreement. On request, Company will provide Client with proof of timely payment. Company agrees to indemnify Client for any claims, costs, losses, fees, penalties, interest, or damages suffered by Client resulting from Company's failure to comply with this provision. 3.3. Use of Employees or Subcontractors: Company may, at Company's own expense, use any employees or subcontractors as Company deems necessary to perform the services required of Company by this Agreement. Client may not control, direct, or supervise Company's employees or subcontractors in the performance of those services. 3.4. Qualifications: Company represents that it is qualified and has the skills necessary to perform the services under this Agreement in a competent and professional manner, without the advice or direction of Client. 3.5. Ownership Interest: Company will have no ownership interest in Client. 3.6. No Benefit Contributions: Company shall have no obligation under this Agreement to compensate or pay applicable taxes or provide employee benefits of any kind to any person employed or retained by Client. 3.7. Attorney -in -Fact: Client appoints Company as Client's attorney -in -fact for the following purposes: (a) Billing and Collections: To bill and collect ("Collections") all revenue earned by and due to Client, in connection with Client's provision of emergency services provided/rendered at the sites of motor vehicle incidents and other emergency incidents, as directed by Client, and to receive all Collections on Client's behalf and to sue for and give satisfaction for monies due on account and to withdraw any claims, suits, or proceedings pertaining to or arising out of Company's or Client's right to collect such amounts; and (b) Endorsement: To take possession of and endorse in Client's name any notes, checks, money orders, and any other instruments received as Collections. ARTICLE 4 GENERAL RESPONSIBILITIES OF COMPANY 4.1. Minimum Amount of Service: Company agrees to devote as much time and attention to the performance of the Company Services under this Agreement as may be reasonably required to accomplish the tasks described herein and to accomplish the results for which the Company is responsible under this Agreement. 4.2. Company Services: Company agrees to perform the Company Services as set forth in the "List of Company Services" attached hereto as Schedule "A" and incorporated herein by reference; including those additional services requested by Client and accepted in writing by the Company during the term of this Agreement. 4.3. Non -Exclusive Relationship: Company may represent, perform services for, and contract with as many additional clients, persons, or companies as Company, in Company's sole discretion, sees fit. 4.4. Time and Place of Performing Work: Company may perform the services under this Agreement at any suitable time and location Company chooses. 4.5. Materials and Equipment: Company will supply all materials and equipment required to perform the services under this Agreement. 4.6. Workers' Compensation: Company agrees to provide workers' compensation insurance for Company and Company's employees and agents and agrees to hold harmless and indemnify Client for any and all claims arising out of any injury, disability, or death of any of Company's employees or agents. 4.7. Assignment: Neither this Agreement nor any duties or obligations under this Agreement may be assigned by Company without the prior written consent of Client, which consent shall not be unreasonably withheld. ARTICLE 5 COMPENSATION OF COMPANY 5.1. Compensation for Company Services: All Company Services provided pursuant to this Agreement will be provided in accordance with the terms, including compensation amounts and schedule of remittance, set forth in the "List of Company Services," attached hereto as Schedule A. 5.2. The provisions of Article 11 of this Agreement will govern any dispute associated with compensation. ARTICLE 6 OBLIGATIONS OF CLIENT 6.1. Cooperation of Client: The Client agrees to comply with all reasonable requests of Company and provide access to all documents reasonably necessary to the performance of Company's duties under this Agreement. The Client shall be responsible for initially ensuring, and continuing to review, local and state laws in the Client's jurisdiction to assure adequate legal authority for Company to engage in the Services described herein on behalf of Client. 6.2. Assignment: Once a run is assigned to Company for processing, Company will pursue collection until all efforts have been exhausted. While Company is pursuing payment on a claim Client is precluded from assigning any duties or obligations under this Agreement to any other party, without the written consent of Company. Client may not negotiate a settlement of a run Company is processing without Company's written consent to the terms of the settlement and compensation due to Company for processing the run. Once Company has determined a run is not collectible it will either be archived and closed or sent to a collection agency (only if Client chooses to do so). Sending an account to collection incurs additional fees to Client. If payment is received from a collection agency, the amount received will be posted to Client's account by Company. Company will reimburse Client at the rate set forth in Schedule A, List of Company Services, for that particular run, minus any additional fees from the collection agency. ARTICLE 7 CLIENT AUTHORIZATION 7.1. Authorization: Notwithstanding other provisions of this Agreement, Company shall obtain authorization from Client prior to performing any of the following: (a) The sale conveyance, transfer, pledge exchange, assignment, hypothecation, or encumbrance of Client's interest in any sums owed to Client; and (b) All other limitations as stated by the terms of this Agreement. ARTICLE 8 TERMINATION OF AGREEMENT 8.1. Termination on Notice: Notwithstanding any other provision of this Agreement, either party may terminate this Agreement at any time by giving thirty (30) days' written notice to the other party. Unless earlier terminated as set forth below, this Agreement shall be effective as of the date first set out above and shall continue for a period of one (1) year thereafter. This Agreement shall automatically renew for successive one (1) year periods, unless either party provides written notification to the other party of its decision not to renew this Agreement. Any runs submitted for processing to Company prior to the date of the notice of termination will continue to be processed under the terms of this Agreement. 8.2. Termination on Occurrence of Stated Events: This Agreement will terminate automatically on the occurrence of any of the following events; (a) Bankruptcy or insolvency of either party; (b) The assignment of this Agreement by either party without the consent of the other party; the parties agree that neither party will unreasonably withhold consent to such an assignment. 8.3. Termination for Default: If either party defaults in the performance of this Agreement or materially breaches any of its provisions, the non -breaching party may terminate this Agreement by giving written notification to the breaching party. Termination will take effect immediately on receipt of notice by the breaching party or five (5) days after mailing of notice, whichever occurs first. For the purposes of this paragraph, material breach of this Agreement includes, but is not limited to, the following: (a) Company's failure to complete the services specified as the Company Services; (b) Client's material breach of any representation, warranty, or agreement contained in this Agreement; (c) Company's material breach of any representation, warranty, or agreement contained in this Agreement; (d) If the Client's fire department does not maintain a minimum of six (6) billable runs per year, the Client will be subject to a minimum account service fee of $250 annually or termination of the account, at either party's option. ARTICLE 9 PROPRIETARY RIGHTS 9.1. Confidential Information: Any written, printed, graphic, or electronically or magnetically recorded information furnished by Client for Company's use are the sole property of Client. This proprietary information includes, but is not limited to, customer requirements, customer lists, marketing information, and information concerning the Client's employees, products, services, prices, operations, and subsidiaries. Company will keep this confidential information in the strictest confidence and will not disclose it by any means to any person except with the Client's approval, and only to the extent necessary to perform the services under this Agreement. This prohibition also applies to Company's employees, agents, and subcontractors. On termination of this Agreement, Company will return any confidential information in Company's possession to Client. 9.2 Confidential Information: Any written, printed, graphic, electronically or magnetically recorded information, computer -based hardware, software, applications, software scripts, or software links furnished by Company for Client's use are the sole property of Company. This proprietary information includes, but is not limited to, customer requirements, customer lists, marketing information, and information concerning the Company's employees, products, services, prices, operations, and subsidiaries. Client will keep this confidential information in the strictest confidence and will not disclose it by any means to any person except with the Company's approval, and only to the extent necessary to perform the services under this Agreement. This prohibition also applies to Client's employees, agents, and subcontractors. On termination of this Agreement, Client will return any confidential information in Client's possession to Company. 9.3 Artificial Intelligence: The Company hereby provides explicit disclosure that it incorporates Artificial Intelligence (AI) within its proprietary software to enhance and perform various aspects of the "Company Services" as defined and provided under this Agreement. This integration is made for purposes of transparency and includes Al functionalities for data processing and information extraction, such as reading and parsing incident narratives, department ordinances, and fee schedules to obtain billing information or highlight billable actions. Furthermore, Al is utilized to support invoice generation, address cleanup, and validation for data management, customer assistance and product support, and document creation. Al also assists in communication by processing phone conversations and aiding in customer correspondence via email or the Company's ticketing system and contributes to reporting and analytics. Internally, Al is employed for aspects of software development, including code creation, quality control, and product testing. The Company explicitly states its commitment to ensuring its Al practices are responsible, ethical, and subject to continuous evaluation and improvement to align with Client needs and expectations. ARTICLE 10 INDEMNIFICATION 10.1. Indemnification: To the extent permitted by applicable law, the Company will indemnify and hold the Client harmless from and against any and all loss, damage, liability, claims, and/or injury resulting from all negligent actions performed by the Company, or its agents on the Company's behalf, in connection with this Agreement. However, this indemnification shall not apply with respect to any legal cause, action or consequential liability or losses as a result from inaccurate or incomplete information or unfounded or unreasonable submissions furnished to the Company by the Client nor shall it apply to any act or omission constituting negligence of theClient. ARTICLE 11 GENERAL PROVISIONS 11.1. Governing Law: This Agreement shall be governed in all respects by the laws of the State of Iowa, without giving effect to any choice or conflict of law provision or rule (whether of the State of Iowa or any other jurisdiction that would cause the application of the laws of any jurisdiction other that the State of Iowa). 11.2. Entire Agreement: This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and understanding of the parties. 11.3. Successors and Assigns: Except as otherwise provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto. No party may assign any of its rights or obligations hereunder without the express written consent of the other party hereto, which consent may not be unreasonably withheld; provided, however, any party may assign any and all of its rights and interests hereunder to one or more of its affiliates and designate one or more of its affiliates to perform its obligations hereunder; provided, however, that such party remains liable for full and total performance of its obligations hereunder. 11.4. Notices: Any notices authorized to be given hereunder shall be in writing and deemed given, if delivered personally or by overnight courier, on the date of delivery, if a Business Day, or if not a Business Day, on the first Business Day following delivery, or if mailed, three days after mailing by registered or certified mail, return receipt requested, and in each case, addressed, as follows: If to the Company to: Fire Recovery USA, LLC 2271 Lava Ridge Court, Suite 120 Roseville CA 95661 Attention: Craig Nagler If to Client to: Dubuque Fire Department 11 W 9th St. Dubuque, IA 52001 Attention: Fire Chief with a copy to: The Watkins Firm, APC 9915 Mira Mesa Boulevard, Suite 130 San Diego, CA 92131 Attention: Chris Popov, Esq. with a copy to: Dubuque City Attorney's Office 300 Main Street, Suite 330 Dubuque, IA 52001 Attention: City Attorney When used in this Agreement, the term "Business Day" shall mean a day other than a Saturday, Sunday or a Federal Holiday. 11.5. Waiver; Amendments: This Agreement (i) sets forth the entire agreement of the parties respecting the subject matter hereof; (ii) supersedes any prior or contemporaneous understandings, agreements, or representations by or among the parties, whether written or oral, to the extent they relate in any way to the subject matter hereof; and (iii) may not be amended orally, and no right or obligation of any party may be altered, except as expressly set forth in a writing signed by such party. 11.6. Counterparts: This Agreement may be signed in several counterparts. 11.7. Expenses: Each party shall bear its own expenses incurred with respect to the preparation of this Agreement and the consummation of the transactions contemplated hereby. 11.8. Disputes: The parties agree to act immediately to resolve any dispute arising with respect to this Agreement. Time is of the essence in the resolution of disputes. The parties further agree that the existence of a dispute notwithstanding, they will continue without delay to carry out all responsibilities under this Agreement which are not affected by the dispute. Venue for any action arising out of this Agreement shall be in the Iowa District Court for Dubuque County, Iowa or the Federal District Court for the Northern District of Iowa, Easten Division, and the parties hereby irrevocably consent to the jurisdiction of said courts. 11.9. Waiver of Jury Trial; Exemplary Damages: THE PARTIES HERETO HEREBY WAIVE THEIR RIGHTS TO TRIAL BY JURY WITH RESPECT TO ANY DISPUTE ARISING UNDER THIS AGREEMENT OR ANY TRANSACTION DOCUMENT. NO PARTY SHALL BE AWARDED PUNITIVE OR OTHER EXEMPLARY DAMAGES RESPECTING ANY DISPUTE ARISING UNDER THIS AGREEMENT OR ANY TRANSACTION DOCUMENT CONTEMPLATED HEREBY. 11.10 Cooperative Purchases: This Agreement may be used by other government agencies. Company has agreed to offer similar services to other agencies under the same or similar terms and conditions as stated herein except that the revenue share percentage (Compensation) may be negotiated between the Company and other agencies based on the specific revenue expectations, agency reimbursed costs, and other agency requirements. The City/County/or Client/Protection District will in no way whatsoever incur any liability in relation to specifications, delivery, payment, or any other aspect of purchase by other agencies. Signatures on following page: IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above. COMPANY: FIRE RECOVERY USA, LLC. a California limited liability company Signature: Name: M. Craig Nagler Title: Manager CITY OF DUBUQUE Signature: /�4� kl- /��. Name: Michael C. Van Milligen Title: City Manager Doc ID: cd8bc4ba4ab4b8a629480940501e00fcc4edf491 SCHEDULE A LIST OF COMPANY SERVICES Company agrees to bill the responsible party on the Client's behalf for services provided/rendered during motor vehicle incidents and other emergency incidents, as directed by Client. The Mitigation Rates lists in Exhibit A will increase annually based on the annual percentage increase in the Consumer Price Index (CPI), as developed by the Bureau of Labor Statistics of the U.S. Department of Labor. Rate adjustments will occur to keep the Client's cost recovery program in conformity with increasing operating expenses. 2. Company will provide, as a normal matter of business, entry of claims and submission to the responsible party, collections of monies deemed due to the Client, payments of the agreed upon percentage of said monies to Client, and reporting of progress. 3. Company agrees to bill to the best of its ability all claims provided to Company by the Client. 4. Company will not begin litigation against a person, entity, or insurance carrier without prior written approval by the Client. 5. Company agrees to reimburse Client a portion of the monies collected at a rate of 78% (seventy-eight percent) of the total monies collected on the Client's claims. Total monies collected will be net, after any credit card processing fees (charged at 4%) or any collection agency fees. If Client submits a claim to Company and later wants to cancel the claim, Client may be subject to a billing fee. If Client agrees to submit a claim to Company's collection agency and later wants to remove it from collection status, Client may be subject to a fee of up to 35% of the amount of the claim to compensate for efforts made to collect the claim. 6. Company agrees to pay these monies collected to the Client on a monthly basis, within seven (7) working days after the close and accounting of the monthly billing cycle. 7. Company agrees to make available reports to the Client via a password -protected website which detail billable claims outstanding (which are claims submitted, but not yet completed) and claims completed in the prior billing cycle. 8. Company will not be responsible for, nor accept any liability for, any erroneous, invalid, or illegal procedure codes or claims submitted to Company by the Client. EXHIBIT A MITIGATION RATES BASED ON PER HOUR The mitigation rates below are average "billing levels," and are typical for the incident responses listed; when a claim is submitted, however, it may be itemized based on the actual services provided. These rates are based on actual costs using amortized schedules for apparatus (including useful life, equipment, repairs, and maintenance). Labor rates include an average department's actual burdened labor costs and not just a firefighter's wage. These include wages, retirement, benefits, workers' compensation, insurance, and other labor costs. Itemized Response: Client has the option to bill each incident as an independent event with custom mitigation rates for each incident using itemized rates deemed usual, customary, and reasonable (UCR). These incidents will be billed and itemized per apparatus, per personnel, plus products and equipment used. MOTOR VEHICLE INCIDENTS Level 1 - $637.00 Provide hazardous materials assessment and scene stabilization. This will be the most common "billing level". This occurs almost every time the fire department responds to an accident/incident. Level 2 - $726.00 Includes Level 1 services as well as clean-up and material used (sorbents) for hazardous fluid clean-up and contained for disposal. We will bill at this level if the fire department has to clean up any gasoline or other automotive fluids that are spilled as a result of the accident/incident. Level 3 — CAR FIRE - $886.00 Provide scene safety, fire suppression, breathing air, rescue tools, hand tools, hose, tip use, foam, structure protection, and clean up gasoline or other automotive fluids that are spilled as a result of the accident/incident. ADD -ON SERVICES: Extrication - $1,915.00 Includes heavy rescue tools, ropes, airbags, cribbing, and related tools. This charge will be added if the fire department has to free/remove anyone from the vehicle(s) using any equipment. We will not bill at this level if the patient is simply unconscious and fire department is able to open the door to access the patient. This level is to be billed only if equipment is deployed. Creating a Landing Zone - $584.00 Includes Air Care (multi -engine company response, mutual aid, helicopter). We will bill at this level any time a helicopter landing zone is created and/or is utilized to transport the patient(s). 19 HAZMAT Level 1 - $1,029.00 Basic Response: Includes engine response, first responder assignment, perimeter establishment, evacuations, set-up, and command. Level 2 - $3,673.00 Intermediate Response: Includes engine response, first responder assignment, hazmat certified team and appropriate equipment, perimeter establishment, evacuations, set-up, command, Level A or B suit donning, breathing air, detection equipment, and set-up and removal of decontamination center. Level 3 — $8,673.00 Advanced Response: Includes engine response, first responder assignment, hazmat certified team and appropriate equipment, perimeter establishment, evacuations, first responder assignment, set-up, command, Level A or B suit donning, breathing air, detection equipment, robot deployment, set-up and removal of decontamination center, detection equipment, recovery and identification of material. Disposal and environment clean up. Includes above in addition to any disposal rates of material and contaminated equipment and material used at scene. Includes 3 hours of on -scene time - each additional hour @ $391.00 per HAZMAT team. FIRES Assignment - $585.00 per hour, per engine / $732.00 per hour, per truck Includes: • Scene Safety • Investigation • Fire / Hazard Control This will be the most common "billing level". This occurs almost every time the fire department responds to an incident. OPTIONAL: A fire department has the option to bill each fire as an independent event with custom mitigation rates. Itemized, per person, at various pay levels and for itemized products use. ILLEGAL FIRES Assignment - $585.00 per hour, per engine / $732.00 per hour, per truck When a fire is started by any person or persons that requires a fire department response during a time or season when fires are regulated or controlled by local or state rules, provisions or ordinances because of pollution or fire danger concerns, such person or persons will be liable for the fire department response at a cost not to exceed the actual expenses incurred by the fire department to respond and contain the fire. Similarly, if a fire is started where permits are required for such a fire and the permit was not obtained and the fire department is required to respond to contain the fire the responsible party will be liable for the response at a cost not to exceed the actual expenses incurred by the fire department. The actual expenses will include direct labor, IN equipment costs and any other costs that can be reasonably allocated to the cost of the response. WATER INCIDENTS Level 1 Basic Response: Includes engine response, first responder assignment, perimeter establishment, evacuations, first responder set-up and command, scene safety and investigation (including possible patient contact, hazard control). This will be the most common "billing level". This occurs almost every time the fire department responds to a water incident. Billed at $600 plus $72 per hour, per rescue person. Level 2 Intermediate Response: Includes Level 1 services as well as clean-up and material used (sorbents), minor hazardous clean-up and disposal. We will bill at this level if the fire department has to clean up small amounts of gasoline or other fluids that are spilled as a result of the incident. Billed at $1,205 plus $72 per hour, per rescue person. Level 3 Advanced Response: Includes Level 1 and Level 2 services as well as D.A.R.T. activation, donning breathing apparatus and detection equipment. Set up and removal of decon center, detection equipment, recovery and identification of material. Disposal and environment clean up. Includes above in addition to any disposal rates of material and contaminated equipment and material used at scene. Billed at $2,984 plus $72 per hour per rescue person, plus $140 per hour per HAZMAT team member. Itemized Response: Each incident will be billed with custom mitigation rates deemed usual, customary and reasonable (UCR). These incidents will be billed, itemized per apparatus per hour, per trained rescue person per hour, plus rescue products used. Minimum billed $600 plus $72 per hour, per rescue person. Additional rates of $600 per hour per response vehicle and $72 per hour per rescue person. CHIEF RESPONSE This includes the set-up of Command and providing direction of the incident. This could include operations, safety, and administration of the incident. MISCELLANEOUS / ADDITIONAL TIME ON -SCENE ADDITIONAL TIME ON -SCENE (for all levels of service) Engine billed at $585 per hour. Truck billed at $732 per hour. Command at $367 per hour. 12 Miscellaneous equipment billed at $440 per hour. MITIGATION RATE NOTES The mitigation rates above are average "billing levels" for one hour of service, and are typical for the incident responses listed, however, when a claim is submitted, it may be itemized and based on the actual services provided. These average mitigation rates were determined by itemizing costs for a typical run (from the time a fire apparatus leaves the station until it returns to the station) and are based on the actual costs, using amortized schedules for apparatus (including useful life, equipment, repairs, and maintenance) and labor rates (an average department's "actual personnel expense" and not just a firefighter's basic wage). The actual personnel expense includes costs such as wages, retirement, benefits, workers comp, insurance, and other labor costs. 13 THE SCIENCE esri- � OF WHERE" Environmental Systems Research Institute, Inc. 380 New York St Redlands, CA 92373-8100 Phone: (909) 793-2853 DUNS Number: 06-313-4175 CAGE Code: OAMS3 To expedite your order, please attach a copy of this quotation to your purchase order. Quote is valid from: 51612026 To: 8/4/2026 Material Qty Term 161877 1 Yearl Quotation # Q-558799 Date: August 3, 2026 Customer # 27963 Contract # ENTERPRISE AGREEMENT City of Dubuque Information Technology 50 W 13th St Dubuque, IA 52001-4805 ATTENTION: Nikki Rosemeyer PHONE: 15635894174 EMAIL: nrosemeyer@cityofdubuque.org Unit Price Total $65,150.00 $65,150.00 Small Government and Local Utility EA Esri Advantage Program: 50 Advisor Hours/ 50 Learning and Services Credits - Annual subscription designed to provide enterprise -wide visioning and geospatial enablement through technical advisory, an annual planning meeting, a collaboratively developed technical work plan, and access to exclusive technology webcasts. The program also provides access to a combination of consulting, premium support, and training services. This configuration includes a one day annual planning session; up to 50 Advisor hours; Technology Webcasts and 50 Learning and Services Credits. The Esri Advantage Program terms and conditions shall apply. If not attached, or already incorporated into an existing and current Esri master contract, these terms and conditions can be viewed on the web at https://www.esri.com/en-us/legal/terms/services. Subtotal: $65,150.00 Sales Tax: $0.00 Estimated Shipping and Handling (2 Day Delivery): $0.00 Contract Price Adjust: $0.00 Total: $65,150.00 This Advantage Program renewal is per the terms and conditions of AP Agreement No. 00322305.0 effective August 3, 2023. Esri may charge a fee to cover expenses related to any customer requirement to use a proprietary vendor management, procurement, or invoice program. For questions contact: Email: Phone: Chris Wright chriswright@esri.com (909) 793-2853 The items on this quotation are subject to and governed by the terms of this quotation, the most current product specific scope of use document found at https://assets.esri.com/content/dam/esrisites/media/legal/product-specific-terms-of-use/e300.pdf, and your applicable signed agreement with Esri. If no such agreement covers any item quoted, then Esri's standard terms and conditions found at https://go.esri.com/MAPS apply to your purchase of that item. If any item is quoted with a multi -year payment schedule, Esri may invoice at least 30 days in advance of each anniversary date without the issuance or a Purchase Order, and Customer is required to make all payments without right of cancellation. Third -party data sets included in a quotation as separately licensed items will only be provided and invoiced if Esri is able to provide such data and will be subject to the applicable third-party's terms and conditions. If Esri is unable to provide any such data set, Customer will not be responsible for any further payments for the data set. US Federal government entities and US government prime contractors authorized under FAR 51.1 may purchase under the terms of Esri's GSA Federal Supply Schedule. Supplemental terms and conditions found at https://www.esri.com/en-us/legal/terms/state-supplemental apply to some US state and local government purchases. All terms of this quotation will be incorporated into and become part of any additional agreement regarding Esri's offerings. Acceptance of this quotation is limited to the terms of this quotation. Esri objects to and expressly rejects any different or additional terms contained in any purchase order, offer, or confirmation sent to or to be sent by buyer. Unless prohibited by law, the quotation information is confidential and may not be copied or released other than for the express purpose of system selection and purchase/license. The information may not be given to outside parties or used for any other purpose without consent from Esri. Delivery is FOB Origin for customers located in the USA. WRIGHTC This offer is limited to the terms and conditions incorporated and attached herein. THE SCIENCE esri- � OF WHERE" Environmental Systems Research Institute, Inc. 380 New York St Redlands, CA 92373-8100 Phone: (909) 793-2853 DUNS Number: 06-313-4175 CAGE Code: OAMS3 To expedite your order, please attach a copy of this quotation to your purchase order. Quote is valid from: 51612026 To: 8/4/2026 Quotation # Q-558799 Date: August 3, 2026 Customer # 27963 Contract # ENTERPRISE AGREEMENT City of Dubuque Information Technology 50 W 13th St Dubuque, IA 52001-4805 ATTENTION: Nikki Rosemeyer PHONE: 15635894174 EMAIL: nrosemeyer@cityofdubuque.org If you have made ANY alterations to the line items included in this quote and have chosen to sign the quote to indicate your acceptance, you must fax Esri the signed quote in its entirety in order for the quote to be accepted. You will be contacted by your Customer Service Representative if additional information is required to complete your request. If your organization is a US Federal, state, or local government agency; an educational facility; or a company that will not pay an invoice without having issued a formal purchase order, a signed quotation will not be accepted unless it is accompanied by your purchase order. In order to expedite processing, please reference the quotation number and any/all applicable Esri contract number(s) (e.g. MPA, ELA, SmartBuy, GSA, BPA) on your ordering document. BY SIGNING BELOW, YOU CONFIRM THAT YOU ARE AUTHORIZED TO OBLIGATE FUNDS FOR YOUR ORGANIZATION, AND YOU ARE AUTHORIZING ESRI TO ISSUE AN INVOICE FOR THE ITEMS INCLUDED IN THE ABOVE QUOTE IN THE AMOUNT OF $ , PLUS SALES TAXES IF APPLICABLE. DO NOT USE THIS FORM IF YOUR ORGANIZATION WILL NOT HONOR AND PAY ESRI'S INVOICE WITHOUT ADDITIONAL AUTHORIZING PAPERWORK. Please check one of the following: I agree to pay any applicable sales tax. X 1 am tax exempt, please contact me if exempt information is not currently on file with Esri. 11�1,TzLmg �L 41LA, - Sign ture of Authorized Repr(aseritativtf Michael C. Van Milliaen Name (Please Print) Citv Manaaer Title 07/29/2026 Date The quotation information is proprietary and may not be copied or released other than for the express purpose of system selection and purchase/license. This information may not be given to outside parties or used for any other purpose without consent from Environmental Systems Research Institute, Inc. (Esri). Any estimated sales and/or use tax reflected on this quote has been calculated as of the date of this quotation and is merely provided as a convenience for your organization's budgetary purposes. Esri reserves the right to adjust and collect sales and/or use tax at the actual date of invoicing. If your organization is tax exempt or pays state tax directly, then prior to invoicing, your organization must provide Esri with a copy of a current tax exemption certificate issued by your state's taxing authority for the given jurisdiction. Esri may charge a fee to cover expenses related to any customer requirement to use a proprietary vendor management, procurement, or invoice program. For questions contact: Email: Phone: Chris Wright chriswright@esri.com (909) 793-2853 The items on this quotation are subject to and governed by the terms of this quotation, the most current product specific scope of use document found at https://assets.esri.com/content/dam/esrisites/media/legal/product-specific-terms-of-use/e300.pdf, and your applicable signed agreement with Esri. If no such agreement covers any item quoted, then Esri's standard terms and conditions found at https://go.esri.com/MAPS apply to your purchase of that item. If any item is quoted with a multi -year payment schedule, Esri may invoice at least 30 days in advance of each anniversary date without the issuance or a Purchase Order, and Customer is required to make all payments without right of cancellation. Third -party data sets included in a quotation as separately licensed items will only be provided and invoiced if Esri is able to provide such data and will be subject to the applicable third-party's terms and conditions. If Esri is unable to provide any such data set, Customer will not be responsible for any further payments for the data set. US Federal government entities and US government prime contractors authorized under FAR 51.1 may purchase under the terms of Esri's GSA Federal Supply Schedule. Supplemental terms and conditions found at https://www.esri.com/en-us/legal/terms/state-supplemental apply to some US state and local government purchases. All terms of this quotation will be incorporated into and become part of any additional agreement regarding Esri's offerings. Acceptance of this quotation is limited to the terms of this quotation. Esri objects to and expressly rejects any different or additional terms contained in any purchase order, offer, or confirmation sent to or to be sent by buyer. Unless prohibited by law, the quotation information is confidential and may not be copied or released other than for the express purpose of system selection and purchase/license. The information may not be given to outside parties or used for any other purpose without consent from Esri. Delivery is FOB Origin for customers located in the USA. WRIGHTC This offer is limited to the terms and conditions incorporated and attached herein. THE CITY OF DUB E Masterpiece on the Mississippi TO: Mike Van Milligen, City Manager FROM: Gus Psihoyos, City Engineer DATE: July 31, 2026 RE: City Detention Basin Maintenance Contract with Green Valley Landscaping Dubuque All -America ClW 2007-2012.2013 2017*2019 Attached is the Short Form Public Improvement Contract between the City of Dubuque and Green Valley Landscaping of Dubuque, IA to requested maintenance related to city owned detention basins and storm water related repairs. It would be appreciated if you would execute the attached document related to this project. Please return it to the Engineering office for further processing. Attach. cc: Kerry Bradley, Eng. Dept. Dubuque THE CITY OF DUB E AFl.atw pry 1I11I.' Masterpiece on the Mississippi 2007.2012.2013 2017*2019 City of Dubuque Engineering 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 0 Estimate under $25,000.00 ❑ Estimate between $25,000.00 and $99,999.99 THIS PUBLIC IMPROVEMENT CONTRACT (the Contract), between the City of Dubuque, Iowa (City), by its City Manager, through authority conferred upon the City Manager by its City Council and Green Valley Landscaping (Contractor) at (Contractor Name) 10535 New Ridge Rd. Dubuque, IA 52001 (Contractor's Address - City and State) PROJECT TITLE: City Detention Basin Maintenance (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: Per direction of city Engineering staff perform requested maintenance related to city owned detention basins and storm water related repairs. The work described above shall be completed at the following location(s): On city owned properties and detention basins located in Dubuque IA per direction of Engineering staff. 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 El 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 30, 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: ,�� 08/01 /2026 Date $ 16,500.00 CONTRACTOR: Green Valley Landscaping Company Name By:7 " L U -2 (' ignature Date '1..L5 Printed Name U W ►�►�, � � I )►�� :i, Cle t�� Title ACORD 77/30/2026 (MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE MMIDD 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 Randi Taylor NAME: Y Balance Independent Group, Inc PHOA/CNNo Ext : (563) 583-3571 FAX, No): (563) 584-2383 595 Cedar Cross Rd E-MAIL randi.ta for balancei .com ADDRESS' y g Dubuque IA 52003 INSURERA: OWNERS INS CO 32700 INSURED INSURER B : AUTO OWNERS INS CO 18988 Green Valley Landscaping Llc INSURER C : 10535 New Ridge Rd INSURER D : INSURER E : Dubuque IA 52001-8477 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. LIMITS SHOWN ARE INCLUSIVE OF AMOUNTS REQUESTED BY THE CERTIFICATE HOLDER AND MAY NOT REFLECT POLICY LIMIT AMOUNTS IN EXCESS OF THOSE REQUESTED. *Not Applicable in WY INSR LTR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF MM/DD POLICY EXP MM/DD/YYYY LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 CLAIMS -MADE X OCCUR DAMAGE TO D PREMISES Ea TEoNccurence $ 300,000 MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $ 2,000,000 A 39408927 02/18/2026 02/18/2027 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000 POLICY PRO ❑ LOC JECT PRODUCTS - COMP/OP AGG $ 4,000,000 $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ X BODILY INJURY (Per person) $ 1,000,000 ANY AUTO B OWNED SCHEDULED AUTOS ONLY AUTOS 5640892700 02/18/2026 02/18/2027 BODILY INJURY (Per accident) $ 1,000,000 PROPERTY DAMAGE Per accident $ 1,000,000 HIRED NON -OWNED AUTOS ONLY AUTOS ONLY X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 2,000,000 AGGREGATE $ 2,000,000 B EXCESS LIAB CLAIMS -MADE 5640892701 02/18/2026 02/18/2027 DED I X I RETENTION $ 10,000 TRIA $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBEREXCLUDED? ❑ (Mandatory in NH) N/A A106703474 02/18/2026 02/18/2027 PER OTH- STATUTE ER E.L. EACH ACCIDENT $ 500,000 E.L. DISEASE - EA EMPLOYEE $ 500,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 500,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) 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. 50 W 13th St AUTHORIZED REPRESENTATIVE Ra-4 R. 7nyloy Dubuque IA 52001 ACORD 25 (2025/12) © 1988-2025 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD X( KorTerra KORTERRA SERVICES AGREEMENT This KorTerra Services Agreement (this "Agreement') is made and entered into effective July 6, 2026 (the "Effective Date"), by and between the City of Dubuque ("you" and "your"), having its principal offices at 925 Kerper Ct, Dubuque, IA 52001 and KorTerra, Inc. ("KorTerra" "we", "us" and "our"), having its principal offices at 1851 Lake Drive West, Chanhassen, MN 55317. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Definitions. "Beta Services" means KorTerra services, features, or functionality that may be made available to you to try at your option, at no additional charge, which we have not made generally available and which are designated as beta, pre- release, preview, non -production, evaluation, or by a similar description. "One Call Center" means a designated notification center that individuals and entities contact prior to commencing an excavation in or on the ground which is intended to provide registered parties having underground infrastructure of pipes, mains and lines for producing, storing, conveying, transmitting or distributing communications, electricity, power, light, heat, gas, oil, petroleum products, water, steam, sewage, and other commodities and services with advanced notification of such excavation. "Order Form" means an ordering document signed by you and us that references this Agreement and specifies the Services to be provided by us to you under this Agreement. "Service(s)" means the software -as -a -service offering to which you have subscribed via an Order Form, as well as its related components, platform, and any ancillary online or offline applications, products and services provided by us for your access and use of our Services. "Service Fee(s)" means the fees you are to pay us for your access to and use of the Services as well as for any Professional Services provided by us to you. This may also include any ancillary fees associated with the provision of the Services. "Statement of Work" means a document signed by you and us that references this Agreement and describes certain Professional Services (if any) purchased by you under this Agreement and/or pursuant to an Order Form. "Professional Services" means any consulting, implementation, configuration or other services provided by us to you pursuant to a Statement of Work or an Order Form. "Ticket" means (i) any transmission to the Services from a One Call Center or other third -party in relation to you or your customer; (ii) a ticket generated by you; and (iii) a ticket generated by system configuration in the Services. "Ticket Volume" means the aggregate number of Tickets for a specific time frame. Ticket Volume may be used as a basis of any Service Fees charged to you. July 22, 2026 Copyright© 2026 KorTerra, Inc. Page 1 of 13 Revision 2026.05 Confidential and Proprietary 2. Services. 2.1 Access and Use ofthe Services. Subject to and conditioned upon your payment of Service Fees and compliance with all terms and conditions of this Agreement and the applicable Order Form, we grant you a non-exclusive, non- transferable (except in compliance with Section 20.3) right to access and use the Services during the term stated in the applicable Order Form solely for your internal use in accordance with the terms and conditions of this Agreement and the applicable Order Form. 2.2 Restrictions. You shall not use the Services for any purpose beyond the scope of the access granted in this Agreement and the applicable Order Form. You shall not and will not permit any third party to: (i) use the Services for any unlawful purpose or in any manner not permitted by this Agreement or the applicable Order Form; (ii) use the Services in any manner which could damage, disable, overburden or impair the Services or interfere with any other party's use and enjoyment of the Services; (iii) modify or change the Services; (iv) reverse engineer, decompile, decrypt, hack, emulate, exploit, disassemble or make any attempt to discover the source code relevant to the Services; (v) circumvent or bypass any technological protection measures in or relating to the Services; or (vi) publish, copy, rent, lease, sell, license, sublicense, assign, transfer, export, import, distribute, lend, or otherwise make the Services available to any third party, including but not limited to affiliates, contractors, and vendors, without KorTerra's prior written consent in each instance, which may be conditioned upon execution of a written agreement imposing use, confidentiality, and security obligations no less protective than this Agreement; (vii) access, monitor or copy any content or information of the Services, or use any "robot", "spider", "deep link", "scraper" or other automated means, methodology, algorithm or device or any manual process on the Services for any purpose; (viii) obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Services, unless we expressly authorize you to do so; (ix) remove any proprietary notices from the Services; (x) use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any third party; or (xi) access or use the Services for purposes of competitive analysis of the Services, the development, provision, or use of a competing software service or product or any other purpose that is to our detriment or commercial disadvantage. You shall not perform penetration or vulnerability testing ("Penetration Tests") of the Services. Penetration Tests include any effort to identify design, and/or functionality, issues in the infrastructure of our systems, or of the networks connected to our systems which probe for weaknesses in the network perimeters or other infrastructure elements as well as weaknesses in process or technical countermeasures relating to our systems that could be exploited by a malicious party. You shall not cause harm to the Services orto any hardware, servers, operating software, or network components used in connection with furnishing the Services, and you shall not introduce malicious code. Malicious code includes, without limitation, any virus, malware or undocumented or hidden functionality or performance capability contained within electronic files, Your Data, or software. You shall not utilize software designed or modified to be run, without authorization from us, on our computers or network -capable devices, that performs either: (i) the unauthorized extraction of data or information from a computer or network -capable device, or modification of system user data; (ii) the modification of the Services or user data to facilitate the avoidance of fees incurred on a computer or network -capable device by parties other than parties authorized by us. KorTerra reserves the right to audit your use of the Services to verify compliance with this Agreement, and you agree to cooperate with such audit and address any non-compliance promptly. July 22, 2026 Copyright© 2026 KorTerra, Inc. Page 2 of 13 Revision 2026.05 Confidential and Proprietary 2.3 Maintenance and Support. During the term of the applicable Order Form we will provide standard maintenance and support of the Services. We may make commercially reasonable updates to the Services from time to time including improvements, corrections of substantial defects in the Services, periodic maintenance releases, and technical support regarding the use of the Services or response to errors in the Services. Technical support not involving the Services, custom programming, on -site installation and/or maintenance, training, and hardware issues are not included in the Services and if requested, will be billed at our then current rate. Our standard support hours are Monday - Friday, 7:00 A.M. - 6:00 P.M. Central Time excluding holidays. These hours are subject to change by us. Upon detection of any error in the Services by you, we may request you to provide us a listing of all output and any other data, some of which may be proprietary or contain confidential information, in order for us to reproduce operating conditions similar to those present when the error occurred. We agree to treat such information as Confidential Information pursuant to Section 6. 2.4 Availability. Subject to Section 2.6, the Services shall be accessible to you except for (i) scheduled maintenance and required repairs; and (ii) any interruption due to causes beyond our control or which are not reasonably foreseeable by us, including, but not limited to, interruption or failure of telecommunication or digital transmission links and internet slow -downs or failures or other Force Majeure events. 2.5 Backup Procedures and Emergency Tickets. We strive to keep the Services up and running, however, all online services suffer occasionally from disruptions and outages, and we are not liable for any disruption or loss you may suffer as a result. Because of the possibility of online service disruption, as a condition of obtaining the Services, you agree to establish and maintain manual business operating procedures to be used if the Services become unavailable ("Backup Procedures"). These Backup Procedures must permit you to operate your business without access to the Services for as long as necessary until such Services are restored. Because of the nature of the Services being provided to you, there may be events which require you to receive tickets from a One Call Center that require urgent attention ("Emergency Tickets"). In addition to receiving Tickets through the Services, you must arrange to be notified by every sender of Emergency Tickets via a mechanism outside of the Services. 2.6 Suspension of Services. Notwithstanding anything to the contrary in this Agreement or any Order Form, we may temporarily suspend your access to any portion or all of the Services: (i) if we reasonably determine that (a) there is a threat or attack on the Services, (b) your use of the Services disrupts or poses a security risk to the Services or to any of our other customers or vendors, (c) you are using the Services for fraudulent or illegal activities, (d) subject to applicable law, you have ceased to continue your business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding, or (e) our provision of the Services to you is prohibited by applicable law; (ii) if any of our vendors have suspended or terminated our access to or use of any third -party services or products required to enable you to access the Services; or (iii) in accordance with subsection (iii) of Section 5 (any such suspension described in subsection (i), (ii), or (iii), a "Services Suspension"). We shall use commercially reasonable efforts to provide written notice of any Services Suspension to you and to provide updates regarding resumption of access to the Services following any Services Suspension. We shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Services Suspension is cured. We will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that you or and third party may incur as a result of a Services Suspension. 2.7 Beta Services. From time to time, we may offer you access to Beta Services in exchange for your feedback about your experience using the Beta Services. You may choose to participate in the evaluation of Beta Services at your sole discretion. Access to and use of the Beta Services is solely for your internal evaluation purposes and may be subject to additional rules or restrictions that we may place on their use. We make no representation that the Beta Services will ever be made generally available and we reserve the right to terminate your access to the Beta Services at any time, at which time, you agree to cease use of the Beta Services. Beta Services are provided AS IS, may contain bugs, July 22, 2026 Copyright© 2026 KorTerra, Inc. Page 3 of 13 Revision 2026.05 Confidential and Proprietary errors or other defects, and your use of the Beta Services is at your sole risk. Beta Services are excluded from our support, warranty, and service level commitments. We may use information about your use of the Beta Services for improving and developing our services. Non-public information about the Beta Services is deemed to be our Confidential Information. 2.8 Professional Services. We will perform Professional Services as set forth in each applicable Statement of Work or Order Form, subject to the terms of this Agreement. 3. Your Obligations. 3.1 You are responsible for and must provide all required computer hardware, software and other services necessary to access the Services. 3.2 You agree to secure and protect the Services in a manner consistent with the maintenance of our rights and cause no harm to us or third -party equipment, software, or processes used in connection with furnishing the Services and any entities from whom we obtain network or web services. In addition to constituting a default under this Agreement, any breach of the terms and conditions of this Agreement may also result in civil and/or criminal penalties pursuant to applicable local, state and federal law. 3.3 The Services may require you to obtain a user identification and password for access and use, and certain specific Services may require additional codes. You shall use reasonable endeavors, including reasonable security measures relating to access, to ensure that no unauthorized person, including any employee or contractor for any parent, subsidiaries, affiliated entities or third parties, gains access to the Services without our prior written consent. You are solely responsible for maintaining the confidentiality of the user identification, passwords and codes (collectively, "User Information") assigned to you for any activity that occurs under your account as a result of your failing to keep User Information secure and confidential. You shall promptly inform us in writing of any need to deactivate or replace any User Information due to security concerns. We are not liable for any harm related to theft of your User Information, your disclosure of your User Information, or your authorization to allow another person or entity to access and use the Services using your User Information. You agree to notify us immediately as soon as you become aware of any unauthorized use of your User Information. You may not use anyone else's User Information at any time without the express permission and consent of the holder of that User Information and us. 3.4 You agree to identify your support staff who, to the maximum extent practicable, will be the primary source of communications from you to us. 4. Intellectual Property. 4.1 Your Data. All information provided byyou, including, any technology, intellectual property, data, information, or material provided or submitted by you in the course of your use of the Services shall be referred to as "Your Data". Subject to Section 4.2, all right, title, and interest in and to Your Data and results from processing Your Data are and shall remain your property and no right, title, or interest in and to Your Data or the results from processing Your Data shall vest in us. You hereby irrevocably grant all such rights and permissions in or relating to Your Data as are necessary for us to exercise our rights and perform our obligations hereunder. We will maintain technical and security measures designed to prevent unauthorized disclosure of Your Data and shall comply with all applicable federal, state, and local, laws, regulations, and industry standards, in the performance of the Services. We shall notify you of any unauthorized use of Your Data, breach of security, or loss or theft of Your Data promptly upon discovery of such unauthorized use, breach, loss, or theft and shall take all commercially reasonable action for the protection of personal data and to mitigate such breach, loss, theft or unauthorized use. July 22, 2026 Copyright© 2026 KorTerra, Inc. Page 4 of 13 Revision 2026.05 Confidential and Proprietary 4.2 Statistical Data and Anonymized Data. We track and collect certain information about how users interact with the Services and we use the information collected to obtain general statistics regarding the use of the Services and to evaluate how users use and navigate the Services (collectively, "Statistical Data"). We may use Statistical Data for our internal analytical purposes, including the improvement and enhancement of the Services and our other offerings. At times, we may review the Statistical Data of multiple customers and may combine, in a non -personally -identifiable format, the Statistical Data with Statistical Data derived from other customers and users to create aggregate, anonymized data regarding usage history and statistics (collectively, "Anonymized Data"). Anonymized Data will not contain information that identifies or could be used to identify you or other users. You agree that Anonymized Data is not your Confidential Information and we may use Anonymized Data to create reports that we may use and disclose for our commercial or other purposes. 4.3 KorTerra Intellectual Property. At all times, the Services, including without limitation, the text, images, graphics, method of display and presentation, visual interfaces, user interfaces, photographs, copyrights, patents, trademarks, trade secrets, logos, sounds, music, artwork, computer code, and associated material and functionality contained therein (collectively "Intellectual Property"), shall remain the property of KorTerra. You acknowledge that the Services constitute commercially valuable, proprietary products, the design and development of which reflect the effort of skilled development experts and the investment of considerable time and money. You further acknowledge that we shall retain all right, title and interest in the Intellectual Property (including application development, business and technical methodologies, and implementation and business processes, used by us to develop or provide the Services), and any and all updates, enhancements, customizations, revisions, modifications, future releases and any other changes relating to the foregoing. Except for limited access and use rights granted pursuant to this Agreement, you do not acquire any interest in the Services. With respect to any Third -Party Services, the applicable third -party providers own all right, title, and interest, including all intellectual property rights, in and to the Third -Party Services. We reserve all rights not expressly granted to you in this Agreement. Except for the limited rights expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to you or any third party, any intellectual property rights or other right, title, or interest in or to the Services. 4.4 Feedback. You agree that any suggestions, enhancements requests, feedback, recommendations or other information provided by you, or any of your employees relating to the Services and Beta Services may be used by us without restriction or obligation to you. 5. Service Fees. You shall pay us the Service Fees as set forth in an Order Form or Statement of Work. In addition to the Service Fees, you shall pay all sales, use, value added or other taxes, federal, state, local, or otherwise, however designated, which are levied or imposed by reason of the transactions contemplated by this Agreement excluding taxes based on our net income, property or employees. Payment obligations are non -cancelable and all amounts paid are non-refundable. If you fail to make any payment when due, without limiting our other rights and remedies: (i) you agree that we may charge and you will pay a late fee of one and one-half percent (1 %2 %) per month (18% APR) on all outstanding balances; (ii) you shall pay all costs of collection, including legal expenses, and attorney fees at any time paid or incurred by us (liability for attorney fees is not contingent upon a suit being filed by us) in the collection of any amounts due us from you; and (iii) if such failure continues for 10 days or more, we may suspend your access to any portion or all of the Services until such amounts are paid in full. We reserve the right to charge a reconnect fee for any suspended or discontinued Services access that is subsequently reconnected. We may increase Service Fees for any Order Form Renewal Term (as that term is defined in the applicable Order Form), by providing written notice to you at least 65 calendar days prior to the commencement of any Order Form Renewal Term, and the applicable Order Form will be deemed amended accordingly. 6. Confidential Information. July 22, 2026 Copyright© 2026 KorTerra, Inc. Page 5 of 13 Revision 2026.05 Confidential and Proprietary 6.1 From time to time during the term of this Agreement, either you or we (as the "Discloser") may disclose or make available to the other (as the "Recipient") proprietary or confidential information including, but not limited to, information about the Discloser's business affairs, products/services, intellectual property, trade secrets, third -party confidential information and other sensitive or proprietary information, whether orally or in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as "confidential" (collectively, "Confidential Information"). Your Confidential Information includes Your Data; our Confidential Information includes the Services, KorTerra Intellectual Property, and the terms and conditions of this Agreement and all Order Forms and Statements of Work (including pricing). Subject to the last sentence in this Section, the Recipient shall not disclose Confidential Information to any third party without the prior written consent of the Discloser and shall restrict dissemination of Confidential Information within its own organization to those employees who have a need to have access to the Confidential Information. The Recipient agrees to protect Confidential Information by using at least the same degree of care as it would use to protect its own information of like importance, but in no case less than reasonable care. You and we shall take appropriate measures, and in no event less than reasonable measures, by instruction and written agreement, with confidentiality terms no less stringent than those herein, prior to disclosure to such employees to protect against unauthorized use or disclosure. Notwithstanding the foregoing, we may disclose your Confidential Information to our subcontractors and providers who have signed confidentiality agreements with us containing protections not materially less protective of the Confidential Information than those herein, to the extent necessary for us to perform our obligations under this Agreement. Nothing in this Agreement shall limit the City's obligations under applicable public records laws. To the extent permitted by law, before disclosing information that KorTerra has identified as confidential or proprietary, the City will provide KorTerra with prompt notice of the request so KorTerra may pursue any remedies available under applicable law. 6.2 Exceptions. The obligations in Section 6.1 do not apply to Confidential Information which: (i) was rightfully in possession of or known to the Recipient without any obligation of confidentiality priorto receiving it from the Discloser, as evidenced by the Recipient's records; (ii) is or becomes publicly available without breach of this Agreement by the Recipient; (iii) becomes known or available to the Recipient from a source other than the Discloser without a restriction on use or disclosure of such Confidential Information; or (iv) is independently developed by the Recipient without use of or reference to the Discloser's Confidential Information.; or (v) is required to be disclosed pursuant to applicable law including the Iowa Open Records law (Chapter 22 of the Iowa Code), provided that the Recipient, to the extent legally permitted, complies with the notice obligations set forth in section 6.3. 6.3 Compelled Disclosure. If the Recipient is required by applicable law or legal process to disclose any Confidential Information, it shall, if permitted, prior to making such disclosure, use commercially reasonable efforts to notify the Discloser of such requirements to afford the Discloser the opportunity to seek, at the Discloser's sole cost and expense, a protective order or other remedy. 6.4 Equitable Relief. You and we acknowledge that the unauthorized use or disclosure of Confidential Information may cause irreparable harm to the Discloser. Accordingly, you and we agree that the Discloser shall be entitled to seek equitable relief, including injunctive relief, in addition to all other remedies available at lawfor any threatened or actual breach of this Agreement with respect to Confidential Information. Term and Termination. 7.1 Term. The term of this Agreement begins on the Effective Date and, unless terminated earlier pursuant to this Agreement's express provisions, will continue in effect until the term stated on all Order Forms and Statements of Work has expired or has otherwise been terminated. The term of each Order Form or Statement of Work will be as set forth on the Order Form or Statement of Work. July 22, 2026 Copyright© 2026 KorTerra, Inc. Page 6 of 13 Revision 2026.05 Confidential and Proprietary 7.2 Termination by us. We may terminate this Agreement effective on written notice to you, if you, (i) fail to pay any amount when due hereunder, and such failure continues more than thirty (30) days after our delivery of written notice to you thereof, (ii) breach any of your obligations under Section 2.2 or Section 6, (iii) breach any provision of this Agreement, and such breach: (a) is incapable of cure; or (b) being capable of cure, remains uncured thirty (30) days after we provide you with written notice of such breach; or (iv) terminate or suspend your business, become subject to any bankruptcy or insolvency proceeding under federal or state statutes, become insolvent or become subject to direct control by a trustee, receiver or similar authority, or have wound up or liquidated your business voluntarily or otherwise. If we terminate this Agreement pursuant to this Section 7.2, all Service Fees that would have become payable had the Agreement remained in effect until expiration of the current term of each Order Form and/or Statement of Work will become immediately due and payable, and you agree to pay such Service Fees, together with all previously -accrued but not yet paid Service Fees, on receipt of our invoice therefor. 7.3 Termination by you. You may terminate this Agreement effective on written notice to us, if we: (i) breach any material provision of this Agreement and such breach remains uncured sixty (60) days after you provide us with written notice of such breach; (ii) without penalty to us, in the event we terminate or suspend our business without providing for the continued support and maintenance of the Services, become subject to any bankruptcy or insolvency proceeding under federal or state statutes, become insolvent or become subject to direct control by a trustee, receiver or similar authority, or have wound up or liquidated our business voluntarily or otherwise. If you terminate this Agreement pursuant to this Section 7.3, you will pay us all Service Fees owed as of the effective date of such termination, including any applicable taxes. Funding Non -Appropriation. Notwithstanding any other provision of this Agreement, You may terminate this Agreement without further liability for future Service Fees if (i) funds necessary to satisfy Your obligations under this Agreement are not appropriated or otherwise made available by the governing body having lawful authority to appropriate such funds for a subsequent fiscal period, (ii) such non -appropriation is not the result of Your act or omission undertaken to avoid its obligations under this Agreement, and (iii) You provide KorTerra with written notice of the non -appropriation promptly after You becomes aware of such funding decision. You shall remain responsible for payment of all Service Fees and other amounts accrued through the effective date of termination, including any Services performed prior to termination. 7.4 Effect of Termination. Termination or expiration of an individual Order Form or Statement of Work will not be deemed a termination of this Agreement so long as other Order Forms or Statements of Work remain in effect. Termination of this Agreement will, however, terminate all outstanding Order Forms and Statements of Work. 7.5 Survival. Sections 1 (Definitions), 2 (Restrictions), 4 (Intellectual Property), 5 (Service Fees) 6 (Confidential Information), 7.4 (Effect of Termination), 7.5 (Survival), 8.2 (Warranty Disclaimer), 9 (Indemnification), 10 (Limitations of Liability), 11 (Third -Party Services), 12 (Mapping Limitations), 13 (Risk Scoring), 17 (Employee Non -Solicitation), 18 (Auto -Screening), 19 (Notices) and 20 (General Provisions) will survive termination or expiration of this Agreement. 8. Limited Warranties and Warranty Disclaimer. 8.1 Limited Warranties. We warrant that (i) the Services shall operate substantially in accordance with the documentation provided by us when accessed and used in accordance with such documentation; and (ii) any Professional Services will be provided by us in a professional and workmanlike manner and substantially in accordance with the specifications in the applicable Order Form or Statement of Work. 8.2 Warranty Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 8.1, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, KORTERRA HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND WHETHER, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A July 22, 2026 Copyright© 2026 KorTerra, Inc. Page 7 of 13 Revision 2026.05 Confidential and Proprietary PARTICULAR PURPOSE AND NON -INFRINGEMENT OR AS TO THE QUALITY, UTILITY OR PERFORMANCE OF THE SERVICES, ALL OF WHICH ARE HEREBY EXPRESSLY EXCLUDED. KORTERRA FURTHER MAKES NO WARRANTY THAT (i) THE SERVICES WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICES WILL BE AVAILABLE, UNINTERRUPTED, TIMELY, SECURE, OR ERROR -FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, OR (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL ACCESSED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM KORTERRA SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. THE WARRANTIES IN SECTION 8.1 DO NOT APPLY, AND KORTERRA STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECTTO ANYTHIRD-PARTY SERVICES. BETA SERVICES ARE PROVIDED BY US ON AN "AS IS" AND "AS AVAILABLE" BASIS, EXCLUSIVE OF ANY WARRANTY WHATSOEVER. 9. Indemnification. You agree to indemnify us from any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) resulting from, and, at our option, defend us against, any third -party claim, suit, demand, action, or proceeding ("Third -Party Claim") arising out of or relating to (i) Your Data or your use of Your Data with the Services; (ii) your use of the Services in a manner not authorized by us; (iii) use of the Services in combination with data, software, hardware, equipment, or technology not provided by us or authorized by us in writing; (iv) your breach of any of your representations, warranties, covenants, or obligations under this Agreement; or (v) any negligent act or omission by you that results in personal injury, death, or damage to property; provided that you may not settle any Third -Party Claim against us unless we consent to such settlement in writing. 9.1 Intellectual Property Indemnity. We shall defend you against any third -party claim, suit, demand, or proceeding alleging that the Services, when accessed and used by you in accordance with this Agreement, infringe or misappropriate any United States patent, copyright, trademark, or trade secret of such third party, and we shall indemnify you against any damages, costs, or expenses (including reasonable attorneys' fees) finally awarded against you or agreed to in settlement by us resulting from such claim, provided that you: (i) promptly notify us in writing of the claim; (ii) grant us sole control of the defense and settlement of the claim; and (iii) reasonably cooperate with us, at our expense, in the defense of the claim. We shall have no obligation under this Section to the extent a claim arises from: (i) your modification of the Services; (ii) your use of the Services in combination with software, hardware, products, data, or services not provided or authorized by us in writing, if the infringement would not have occurred but for such combination; (iii) your continued use of the Services after we have provided a non -infringing replacement or modification; or (iv) your use of the Services other than in accordance with this Agreement or our documentation. If the Services become, or in our reasonable opinion are likely to become, the subject of an infringement claim, we may, at our option and expense: (i) procure for you the right to continue using the Services; (ii) modify or replace the Services so they become non -infringing without materially reducing their functionality; or (iii) terminate the affected Services and refund any prepaid Service Fees allocable to the unused portion of the applicable Order Form term. This Section states our sole and exclusive liability, and your exclusive remedy, with respect to any claim that the Services infringe or misappropriate any intellectual property rights of a third party. 10. Limitations of Liability. IN NO EVENT WILL KORTERRA BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT FOR BREACH OF CONTRACT, , FOR ANY: (i) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (ii) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (iii) LOSS OF GOODWILL OR REPUTATION; (iv) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (v) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER KORTERRA WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO July 22, 2026 Copyright© 2026 KorTerra, Inc. Page 8 of 13 Revision 2026.05 Confidential and Proprietary EVENT WILL KORTERRA'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR BREACH OF CONTRACT, EXCEED THE AMOUNTS ACTUALLY PAIDTO KORTERRA UNDERTHE ORDER FORM OR STATEMENT OF WORK FOR THE SERVICES OR PROFESSIONAL SERVICES GIVING RISE TO THE LIABILITY DURING THE THREE-MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. 11. Third -Party Services. Through the Services, you may have access to third -party applications, databases, directories, information, maps, networks, products, programs, servers, services, software, systems, or websites, (collectively, "Third -Party Services"). We have no control over such Third -Party Services and we disclaim any and all responsibility and liability for the content, operation, or use of such Third -Party Services. All Third -Party Services are provided on an "as -is" basis, with no warranties of any kind. 12. Mapping Limitations. All maps are provided for REFERENCE AND INFORMATIONAL PURPOSES ONLY. All map features contained therein are APPROXIMATIONS, and are not accurate to surveying or engineering standards. We make no representation, warranty or guarantee as to the content contained on any map (which may have been derived from third party sources), regarding accuracy, timeliness, or completeness of any of the data provided therein, and assume no legal responsibility or liability for the information contained on any map. Any use of any map with respect to accuracy and precision shall be your sole responsibility and you should not act, or abstain from acting, based upon mapping information obtained from the Services. 13. Risk Scoring. All excavations carry the risk of an excavator causing damage to a buried facility. The use of KorTerra's Risk Scoring functionality is intended to assist in identifying Tickets which may have an elevated level of risk to enable our customers to make informed decisions and best mitigate the risk of damage. A decision to perform or not perform a locate should not be based on the results of a risk score. 14. Data Archival, Accessibility, and Retrieval. All data stored in the Services as a result of your direct interactions with and use of the Services ("Transactional Data") will be retained by us and accessible to you during your use of the Services. Transactional Data not created or modified within the prior 24 months may be moved to and accessible through an archival site. For reporting made available through KorTerra Business Insights, Transactional Data will be available for a lookback period of 36 months. Notwithstanding the foregoing, we are not obligated to retain Your Data (of which Transactional Data is a subset) after the effective date of termination of this Agreement. If requested by you prior to the effective date of termination of this Agreement, we will provide to you, as a Professional Service, an export of the then most recent Transactional Data maintained by us, provided that all outstanding Service Fees and any amounts payable as a result of such termination have been paid. Pricing for such Professional Service will be provided based on our then -current rates and the volume of data requested for extraction. 15. Storage Limits and Additional Storage. KorTerra Visual Evidence includes storage of up to 100GB, unless otherwise specified on the applicable Order Form, for all photos, sketches, and other files uploaded by you through your use of the Service. Additional storage can be purchased if needed by contacting KorTerra. You are responsible for monitoring your storage usage and ensuring you do not exceed your allotted storage capacity. If you exceed your allotted storage capacity, we reserve the right to invoice you, and you agree to pay, for such additional storage usage. In the event you do not purchase additional storage capacity, we reserve the right to restrict your upload of additional files through your use of the Service. You may request up to once per quarter for aging attachment data to be removed from the Service. Upon request, data can be bulk offloaded and provided to you via physical removable media for an additional fee. To increase the efficiency of attachment storage usage, images of compatible file types such as JPEGs may be compressed and resized when uploaded to the Service. Images are stored with the original aspect ratio maintained but may be resized to a maximum height or width of 1080 pixels and compressed using 70% JPEG image compression. We are not liable for any loss in image resolution or quality resulting from the compression and resizing process. You may July 22, 2026 Copyright© 2026 KorTerra, Inc. Page 9 of 13 Revision 2026.05 Confidential and Proprietary request to disable image compression and resizing for your account by contacting KorTerra Support, however, this will result in larger file sizes and increased storage utilization, which may in turn result in additional fees. We are not liable for any loss or corruption of files stored via the Service. 16. Facility Mapping. Facility Mapping in KorTerra Ticket Management includes configuration of up to 10 facility layers. More layers can be made available to you for an additional fee. If you choose to make your maps available to us via a WMS endpoint hosted by you, you are responsible for ensuring that the endpoint is accessible and functional. Alternatively, KorTerra can host your facility maps on your behalf by you providing GIS files in the shapefile (SHP) format. Updated copies of each shapefile may be provided up to quarterly, with more frequent updates being available for an additional fee. 17. Employee Non -Solicitation. During the term of this Agreement and for two (2) years thereafter, you agree that you will not directly or indirectly, solicit for employment, hire, employ or otherwise retain as an independent contractor, any of our employees who been involved in the provision of Services to you. Notwithstanding the foregoing, you shall not be in breach of this prohibition by hiring any such employee as a result of the employee responding to a generally published advertisement for employment or that employee's contacts with a placement agency initiated by the employee. 18. Auto -Screening. Auto -Screening is a feature of the Services that utilizes configured rules, ticket data, facility maps, and other inputs provided by or on behalf of you ("Auto -Screening Inputs") to automatically determine whether certain Tickets may be cleared without manual review. You are solely responsible for the accuracy, completeness, and ongoing maintenance of all Auto -Screening Inputs, including but not limited to facility maps, geographic data, configuration rules, and any other criteria used to enable or operate Auto -Screening. KorTerra has no obligation to verify or validate such Auto -Screening Inputs. Any recommendations, guidance, configurations, workflows, or suggestions provided by KorTerra or its personnel regarding Auto -Screening are provided for informational purposes only and shall not be construed as legal, regulatory, safety, excavation, or compliance advice. You remain solely responsible for evaluating and determining the appropriateness of any Auto -Screening configuration, workflow, or clearing decision for your operations and compliance obligations. Auto -Screening decisions are made based solely on the Auto -Screening Inputs in effect at the time of processing. Any changes to such inputs, configurations, facility maps, or related data — including updates, omissions, errors, or delays, whether made by you or any third party — may materially impact or result in unintended Auto -Screening outcomes. Auto -Screening is provided as a workflow automation tool and does not guarantee the accuracy, completeness, or appropriateness of any clearing determination. You are responsible for implementing appropriate review procedures, safeguards, and oversight relating to Auto -Screening and any resulting clearing determinations. Auto -Screening is not a substitute for compliance with applicable laws, regulations, industry standards, or internal policies relating to locate practices or excavation safety. Without limiting any other disclaimers or limitations of liability under this Agreement, KorTerra shall have no liability for any claims, damages, or losses arising out of or related to (i) Auto -Screening decisions, (ii) reliance on Auto - Screening, or (iii) any errors or omissions in Auto -Screening Inputs. 19. Notices. Except as otherwise specified in this Agreement, all notices related to this Agreement will be in writing and will be effective upon (i) the delivery date if delivered personally; (ii) one (1) business day after deposit with a nationally recognized overnight carrier, with written verification of receipt, (iii) five (5) business days after the mailing date whether or not actually received, if sent by U.S. certified mail, return receipt requested, postage and charges pre - July 22, 2026 Copyright© 2026 KorTerra, Inc. Page 10 of 13 Revision 2026.05 Confidential and Proprietary paid or any other means of rapid mail delivery for which a receipt is available; or (iv) the day of sending by email. Notices to KorTerra must be sent to: KorTerra, Inc., Attn: President, 1851 Lake Drive West, Chanhassen, MN 55317, or leealnotices@korterra.com; notices to you will be sent to the physical address set forth above or provided via email to Nkieffer@cityofdubuoue.ore Either party may update its address by giving notice to the Commented [M51]: Please provide email to use for other party in accordance with this Section. Lr,otices. 20. General Provisions. 20.1 Dispute Resolution. Prior to instituting formal legal proceedings, the parties agree to attempt to resolve all disputes arising out of or relating to this Agreement informally. To invoke this process a party shall appoint a designated executive with authority to settle the matter and request that the other party do the same. The other parry shall make such appointment within five (5) days of receipt of the request. The designated executives shall then have up to thirty (30) days to attempt in good faith to resolve the matter. The informal dispute resolution process shall terminate at the end of the thirty (30) day period unless extended by mutual agreement. Disputes not resolved by informal dispute resolution as provided in this Section may be resolved by litigation, subject to Section 20.2, unless the parties mutually agree to an alternative dispute resolution method such as arbitration. Nothing in this Section shall prevent, or be construed as preventing, a party from (i) instituting formal proceedings to avoid the expiration of any applicable limitations period, or (ii) seeking injunctive or other equitable relief in a court of appropriate jurisdiction. The parties agree that all negotiations pursuant to this Section will be confidential and therefore treated as compromise and settlement negotiations for purposes of all similar rules and codes of evidence of applicable legislation and jurisdictions. 20.2 Governing Law and Venue. This Agreement is governed by and construed in accordance with the laws of the State of Iowa without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any other jurisdiction. Any legal suit, action, or proceeding arising out of or related to this Agreement will be instituted exclusively in the, Iowa District Court for Dubuque County, Iowa and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. 20.3 Successors and Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, either party may assign this Agreement in its entirety (including all Order Forms and Statements of Work), without consent of the other party, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. Each party shall promptly provide notice of any such assignment. Any attempt by a party to assign its rights or obligations under this Agreement in breach of this Section shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns. 20.4 No Waiver. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof. 20.5 Force Majeure. Neither party shall be required to perform any term, condition or covenant of this Agreement to the extent such performance is delayed or prevented by labor difficulties, governmental orders, civil commotions, pandemics, acts of God, or other conditions or circumstances beyond either party's reasonable control. We shall not be liable for interruptions caused by failure of equipment or services not provided by us, failure of communications, power outages, or other interruptions not within our complete control, and we shall not be liable for performance deficiencies caused or created by your equipment. We shall not be liable if changes in operation, procedures, or the Services require modification or alteration of your equipment, render the same obsolete or otherwise affect its July 22, 2026 Copyright© 2026 KorTerra, Inc. Page 11 of 13 Revision 2026.05 Confidential and Proprietary performance. The foregoing shall not excuse either party from the payment of any monies due pursuant to this Agreement. 20.6 Severability. Each provision of this Agreement is intended to be severable. In the event that any provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of this Agreement. 20.7 Marketing. You hereby grant to us the express right to use your company name and logo in marketing, sales, financial, and public relations materials and other communications solely to identify you as our customer. We hereby grant to you the express right to use our name and logo solely to identify us as a provider of services to you. Other than as expressly stated herein, neither party shall use the other party's trademarks or service marks without the prior written permission of the other party. 20.8 Entire Agreement and Order of Precedence. This Agreement, including and together with any related Order Forms or Statements of Work, constitutes the entire agreement between you and us pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No purchase order or other ordering document (excluding Order Forms or Statements of Work) submitted by you that purports to modify or supplement the terms of this Agreement shall add to or modify the terms of this Agreement in any way. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form, (2) this Agreement, and (3) the applicable Statement of Work. 20.9 No Third -Party Beneficiaries. Nothing in this Agreement is meant to create or creates any rights, obligations, or benefits directly or indirectly to any party not a signatory of this Agreement. 20.10 Privacy Policy. KorTerra's collection, use, and disclosure of personal data in connection with the Services is governed by our Privacy Policy, available at https://www.korterra.com/privacy-policy, which is incorporated by reference into this Agreement. KorTerra may update the Privacy Policy from time to time, and continued use of the Services constitutes acceptance of the current version. 20.11 Relationship. The sole relationship between you and us is that of independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary relationship, or employment relationship between the parties. 20.12 Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement. 20.13 Counterparts; Electronic Copies. This Agreement may be executed in counterparts, each of which will be deemed an original and all of which together will be considered one and the same agreement. Signatures transmitted by electronic mail in "portable document format" (".pdf"), or by any other electronic means will have the same effect as physical delivery of the paper document bearing the original signature. 20.14 Amendments. No amendment to or modification of this Agreement is effective unless it is in writing, identified as an amendment to this Agreement and signed by an authorized representative of each party. The parties hereto have caused this Agreement to be executed as of the Effective Date by their respective duly authorized representatives. July 22, 2026 Copyright© 2026 KorTerra, Inc. Page 12 of 13 Revision 2026.05 Confidential and Proprietary City of Dubuque By: z�Ajmg Michael .n Milligen Title: Citv Ma KorTerra, Inc. By: Name: Title: July 22, 2026 CopyrightO 2026 KorTerra, Inc. Page 13 of 13 Revision 2026.05 Confidential and Proprietary A� o® CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 7/23/2026 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 Marsh & McLennan Agency LLC 6160 Golden Hills Drive Minneapolis MN 55146 CONTACT NAME: Select Processing PHONE FAX A/c No Et): 763-746-8000 Alc No ADDRESS: SelectProcessing@marshmma.com INSURERS AFFORDING COVERAGE NAIC # INSURERA: ACE Property and Casualty Insu 20699 INSURED KORTINC-02 INSURERB: CHUBB NATIONAL INSURANCE COMPA 10052 KorTerra, Inc. 1851 Lake Dr W INSURERC: Underwriter's at Lloyd's, Lond INSURERD: Bankers Standard Insurance Com 18279 Chanhassen MN 55317-9348 INSURER E INSURER F COVERAGES CERTIFICATE NUMBER:596088992 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 SUBR POLICY NUMBER POLICY MM/DD EFF POLICMM/DDY EXP LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE X OCCUR D95297523 6/1/2026 6/1/2027 EACHOCCURRENCE $2,000,000 DAMAGE TO RENTED PREMISES Ea occurrence $1,000,000 MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: X JECT POLICY PRO ❑ LOC OTHER: F—I$ GENERAL AGGREGATE $ 4,000,000 PRODUCTS - COMP/OP AGG $ 4,000,000 A AUTOMOBILE LIABILITY ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS HIRED X NON -OWNED AUTOS ONLY AUTOS ONLY D95297523 6/1/2026 6/1/2027 COMBINED SINGLE LIMIT Es accident $ 2,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ X PROPERTY DAMAGE Per accident $ D X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE D95297535 6/1/2026 6/1/2027 EACHOCCURRENCE $3,000,000 AGGREGATE $ 3,000,000 DED RETENTION $ $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANYPROPRIETOR/PARTNER/EXECUTIVE ❑ OFFICER/MEMBEREXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N/A 71786461 6/1/2026 6/1/2027 PER OTH- STATUTE ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 C Tech E&O (Cyber & Prof Liability) ESN0240274660 3/2/2026 6/1/2027 Aggregate Per Claim Retention 4,000,000 3,000,000 10,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Dubuque 925 KerperCt Dubuque, IA 52001 AUTH/OjRIZED REPRESENTATIVE ACORD 25 (2016103) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD AGREEMENT BETWEEN THE CITY OF DUBUQUE, IOWA AND DUBUQUE COUNTY, IOWA THIS AGREEMENT is made and entered into effective the 1 st day of July, 2026, by and between the City of Dubuque, Iowa (hereinafter referred to as the "City"), and Dubuque County, Iowa (hereinafter referred to as the "County"). WHEREAS, the City and the County desire to establish a cooperative framework regarding the enforcement of delinquent parking tickets; and WHEREAS, the City maintains sole responsibility for the collection of all parking tickets issued within its jurisdiction; and WHEREAS, the County agrees to facilitate enforcement by allowing vehicle registration holds for delinquent parking tickets under the terms set forth below. NOW, THEREFORE, IT IS AGREED BY AND BETWEEN THE PARTIES AS FOLLOWS: SECTION 1. SCOPE OF SERVICES The County agrees to allow the City to place a hold on a vehicle's registration in the event that a parking ticket associated with that vehicle becomes seven (7) days delinquent. The County shall not be responsible for the collection of parking tickets or fines. The collection of all such fines remains the exclusive responsibility of the City. SECTION 2. ACCESS Designated City personnel shall be allowed access to the County records to indicate the plates of those vehicles with outstanding and unpaid City parking tickets. It shall be the duty of the City to update this information daily with the Iowa Department of Transportation to ensure the status of the ticket is changed due to payment. The City shall hold the County harmless, and the City shall assume all liability for any failure to update the status of the ticket. The City shall provide the County Treasurer with a written list of designated personnel authorized to access these records and shall promptly notify the County in writing of any additions or removals to this authorized list. SECTION 3. HOLDS The placement and release of registration holds are processed automatically via daily batch files transmitted by the City to the Iowa Department of Transportation. If a vehicle owner contests an active hold, the County shall direct the individual to the City for account resolution. The County will manually lift a registration hold only upon presentation of a valid City receipt showing a zero balance, or once the automated system reflects the cleared status. SECTION 4. COMPENSATION In consideration for the services provided by the County, the City shall pay the County an annual fee of Twelve Thousand Dollars ($12,000.00). This payment shall be remitted as a single annual lump sum at the beginning of the County fiscal year. This annual fee shall remain fixed for the first four (4) years of this Agreement. On or before March 1, 2030, and every four (4) years thereafter, the parties agree to formally review the administrative costs and mutually negotiate any adjustments to the annual compensation amount in writing. SECTION 5. TERM This Agreement shall commence on July 1, 2026, and shall remain in effect perpetually until terminated by either party in accordance with Section 6 of this Agreement. SECTION 6. TERMINATION Either party may terminate this Agreement for any reason by providing at least thirty (30) days advance written notice of termination to the other party. SECTION 7. NOTICES Any notices, demands, or communications to be given pursuant to this Agreement shall be in writing and mailed by certified mail, postage prepaid and properly addressed to the parties as follows: City of Dubuque 50 W. 13th Street Dubuque, Iowa 52001 Dubuque County Treasurer 720 Central Ave. Dubuque, Iowa 52001 SECTION 8. ADMINISTRATION The County Treasurer and the City of Dubuque designated employee shall administer and consult with appropriate parties in reference to this Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the day and year first written above. Signed this �01�' day of ��H L� , 2026 CITY OF DUBUQUE, IOWA Oicael "CVan WUrilfigMana DUBUQUE COUNTY, IOWA ATTEST: Adrienne N. Breitfelder, City Clerk ATTEST: AA,,73 ichael Clasen, reasurer SECTION 00500 Page 1 of 5 PUBLIC IMPROVEMENT CONTRACT SECTION 00500 THIS IMPROVEMENT CONTRACT (the Contract), dated for reference purposes the 22 day of July , 20 26 between the City of Dubuque, Iowa, by its City Manager, through authority conferred upon the City Manager by its City Council (City), and Municipal Well & Pump (Contractor). 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 the Well No. 7 Rehabilitation — Phase 3 Proiect (Project). 2. CONTRACT DOCUMENTS A. The Contract Documents consist of the following, as applicable: 1. Project Title Page 2. Project Directory Page 3. This Contract 4. Performance, Payment, and Maintenance Bond 5. Out -of -State Contractor Bond 6. Other Bonds: a. (Bond Name) (pages —to _ , inclusive). b. (Bond Name) (pages _ to _ , inclusive). C. (Bond Name) (pages _ to _ , inclusive). 7. The Iowa Statewide Urban Design And Specifications (SUDAS) 2023 Edition. 8. City Of Dubuque Supplemental Specifications 2023 Edition. 9. Other Standard and Supplementary Specifications as listed on the Title Page of the Project Contract Document Manual. 10.Addenda (numbers _ to _ , inclusive). 11. Insurance Schedule F — Insurance Provisions and Requirements (Exhibit A) 12. Sales Tax Exemption Certificate 13. Site Condition Information 14. Construction Schedule and Agreed Cost of Delay 15. Exhibits to this Contract (enumerated as follows): a. Contractor's Bid (pages 1 to 5 inclusive). b. Bidder Status Form c. The following documentation that must be submitted by Contractor prior to Notice of Award: i. Contractor Background Information Form 16. The following which may be delivered or issued on or after the Effective Date of the Agreement: a. Notice to Proceed (Section 00850) b. Project Directory Page (Section 00101) c. Change Orders (not attached to this Contract) There are no other Contract Documents, The Contract Documents may only be amended, modified, or supplemented as provided in this Contract. 3. All materials used by the Contractor in the Project must be of the quality required by the Contract Documents and must be installed in accordance with the Contract Documents. 4. The Contractor must remove any materials rejected by the City as defective or improper, or any of said work condemned as unsuitable or defective, and the same must be replaced or redone to the satisfaction of the City at the sole cost and expense of the Contractor. 5. Three percent (3%) of the Contract price will be retained by the City for a period of thirty (30) days after final completion and acceptance of the Project by the City Council to pay any claim by any party that may be filed 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 thirty (30) day period, as provided in Iowa Code Chapter 573 or Iowa Code Chapter 26. 6. The Contractor has read and understands the Contract Documents herein referred to and agrees not to plead misunderstanding or deception related to estimates of quantity, character, location, or other conditions for the Project. 7. In addition to any warranty provided for in the Contract Documents, the Contractor must also fix any other defect in any part of the Project, even if the Project has been accepted and fully paid for by the City. The Contractor's maintenance bond shall remain in place for a period of two (2) years after the issuance of the Certificate of Substantial Completion. 8. The Contractor must fully complete the Project under this Contract on or before the date indicated in the Construction Schedule and Agreed Cost of Delay Section of the Contract Documents. 9. 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 SECTION 00500 Page 3 of 5 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. The Contractor hereby represents and guarantees that it has not, nor has any other person for or in its behalf, directly or indirectly, entered into any arrangement or contract with any other bidder, or with any public officer, whereby it has paid or is to pay any other bidder or public officer any sum of money or anything of value whatever in order to obtain this Contract; and it has not, nor has another person for or in its behalf directly or indirectly, entered into any contractor arrangement with any other person, firm, corporation, or association which tends to or does lessen or destroy free competition in the award of this Contract and agrees that in case it hereafter be established that such representations or guarantees, or any of them are false, it will forfeit and pay not less than ten percent (10%) of the Contract price but in no event less than Two Thousand Dollars ($2,000.00 ) to the City as agreed upon damages. 11. The surety on the Bond furnished for this Contract must, in addition to all other provisions, be obligated to the extent provided for by Iowa Code 573.6 relating to this Contract. 12. The Contractor agrees, and its Bond is surety therefore, that after the Certificate of Substantial Completion has been issued by the City, it will keep and maintain the Project in good repair for a period of two (2) years. 13. The City may terminate this Contract with or without cause upon sixty (60) 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 in the Iowa District Court for Dubuque County. 15. Counterparts and Electronic Signatures. This Contract may be executed in counterparts, each of which shall constitute an original, and all of which together shall constitute one and the same document. This Contract may be executed by the parties and transmitted by electronic transmission, and if so executed and transmitted, shall be effective as if the parties had delivered an executed original of this Contract. 16. Currency. All prices and financial terms referenced herein are intended to be in U.S. dollars and shall remain in U.S. dollars despite any exchange rate. 17. Conflict in Terms. In the event of a conflict between the terms of this Contract and the terms of any of the Contract Documents, the terms of this Contract shall prevail. 18. Legal Compliance. a. The 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 D, and hereby represents and warrants that Contractor is in compliance with the same as of the 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. b. 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 b 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. 19. Federally Assisted Project. Is this project funded fully or in part with federal funds? ❑ Yes (if yes, provision a. and b. below apply) ® No a. The City and the Contractor agree to comply with all provisions of the Davis -Bacon Federal Prevailing Wage Act, and related labor requirements and regulations and the Federal Wage Determination for this Project. b. Equipment or products authorized to be purchased with federal funding awarded for this Contract must be American -made to the maximum extent feasible, in accordance with Public Law 103-121, Sections 606(a) and (b). THE CITY AGREES: The City agrees to pay the Contractor for the work actually performed under this Contract, up to the amount stated below, less any damages provided for in the Contract Documents. CONTRACT AMOUNT $ 108,780.00 SECTION 00500 Page 5 of 5 CITY OF DUBUQUE, IOWA: D artment By: 1f ZS' nature Michael C. Van Milligen Printed Name City Manager Title 08/05/2026 Date CONTRACTOR: Midwest Well Services, Inc. dba: Municipal Well & Pump Cont gy. ,,,,��'44E LLSF,Q Signature 00rpo,a ' . G Scott De Young Q ' 'CD m Printed Name `S'� L en " President :r?= Title '"••••••''' July 28, 2026 ` Date SECTION 00400 Page 1 of 5 UNIT PRICE BID PROPOSAL FORM SECTION 00 000 PROJECT: Well No. 7 Rehabilitation - Phase 3 Project BID TO. Water Department City of Dubuque C/O City Clerk Office City Hall, 50 W 13th Street Dubuque, Iowa, 52001 BI® FROM: Midwest Well Services, Inc. dba., Municipal Well & Pump {Company) - - -- ---- - - --- 15602 West Key Dr. �----- --------------------.,..r._,._ - (Street Address) Peosta, IA 52068 - — - ------ - - (City, State, Zip) 563-583-1707 (Telephone) 400.1 General The undersigned Bidder agrees, if the Bid is accepted, to enter Into an Contract with the Cltyr In the form included in the Contract Documents, to perform and furnish the Worts as speditd or indicated in the Contract Documents for the Total Bid Amount and within the Bid time indicated in the Contract Documents and in accordance with other terms and conditions of the Contract Documents, 400.2 Recitals In submitting this Bid, Bidder represents, as more fully set forth in the Public Improvement Contract, that: a. This laid will remain subject to acceptance for forty-five (45) calendar days after the day of Bid opening; b. The City has the right to reject this Bid and to waive any informalities in the Bidding, C. Bidder accepts the provisions to the Instructions to Bidders regarding dispositions of Bid Security; SECTION 00400 Page 2 of 5 d. Bidder will sign and submit the Public Improvement Contract with the Bond and other documents required by the Contract Documents within ten (1 0) calendar days after the date of City's Notice of Award; The Bidder hereby certifies that the Bidder is the only person or persons interested in this Proposal as principals; that an examination has been made of the plans, specifications, contract form, including the special provision contained herein, and the work site, and the Bidder understands that the quantities of worse shown herein are approximate only and are subject to Increase or decrease. The measured unit quantity of any item stated in the plans, specification, or on the bid proposal form are approximate only and the fanal payment must be made by the work covered in the contract (Public Improvement Contract - Section 5Up). The Contractor further understands that all quantities of work, whether increased or decreased, are to be performed at the Knit Prices as stipulated herein; the Bidder proposes to furnish all necessary machinery, equipment, tools, labor and other means of construction, and to furnish all materials specified in the manner and time prescribed and to do the work at the prices herein set out. 400�tcler Acknowle t In submitting this Bid this Bidder acknowledges and represents that: t) Bidder has examined copies of all the Contract Documents; 2) Bidder has visited the Project Area and become familiar with the general, local, and site conditions; 3) Bidder is familiar with Federal, State, and local laws, ordinances and regulations that govern the work specified by the Contract Documents; 4) Bidder has correlated the information known to the Bidder, observations obtained from the examination of the site, reports and drawings identified in the Contract Documents and additional investigations, explorations, tests, studies and data within the Contract Documents; 5) This Bid Is genuine and not made in the interest of or on behalf of an undisclosed person, firm or corporation; Bidder has not directiy or indirectly induced or solicited another Bidder to submit a false or sham Bid; Bidder has not solicited or induced a person, firm or corporation to refrain from Bidding; and Bidder has not sought by collusion to obtain for itself an advantage over another Bidder or over City, 6) Local and State sales and use taxes are not included in the Enid Arnount. 7) Bidder has examined and understands that the following reports listed in Section 00775 are part of the Contract Documents have been considered and are included In the Bid Amount. NOT APPLICABLE. 400.4 Unit Prices and Bid Amount Bid.>tem Descrlptfors Units 1 ' Mobilization I 1 I EA i EA JAddlVon, Pump Removal, Separator 1 and Well Pump ation SECTION 00400 Page 3 of 5 B:ld Uolt ; 'Total $2,460.00 , $2,460.00 )64, 040.001$64, 040.00 Base Bid Amount: � 66,500.00 Sixty six thousand five hundred dollars and zero cents (use words) The Base Bid Amount above will be adjusted In accordance with any or all of the following Alternate Bids as Owner may elect. Bidder must specify whether the Altemate Bid is an ADD or a DEDUCT or write "No change". If any alternates are selected by the City. City will select alternates in order as listed below. Alternate Bid No.1 will be selected first, then Alternate Bid No.2 and so on until the City no longer chooses to select alternates. uti r' �A t act > r - n.::....:.: . A na Add .fa< e D eSC i . lrt..: from Bid o - ease::} '�Base:: . -- - � BId 1 Procurement and delivery of gate valve and check valve as specified in Section 011000. $36,880.00 Installation of gate valve and check valve as 2 specified In Section 011000 and as provWed in $5,400.00 $5, ,00 Alternate Bid No. 1. SECTION 00400 Page 4 of 5 400.711mellness Bidder agrees that the work shall be Substantially Complete and made ready for final payment In accordance with Contract Documents no later than the date(s) Indicated in Section 00800 m Construction Schedule and Agreed Cost of relay. 400.8 Additlonal Documents To Be Submittod With Bid The following additional documents are included and made a condition of this Bid: A. Bid Bond (Section 00450)--.or other approved Bid Security. Accompanying this Bid in a separate sealed envelope is a Bid Bond, cashar's check, or certified check In the penal sum of ten percent 000%) of the submitted Bid. It is understood that the Bid security will be retained in the event a contract is not executed by the Contractor if award is made to the undersigned. If a Bid Bond is submitted it must be executed by the Bidder and acceptable corporate surety. If a Cashier's check or certifiled check Is submitted It must be made payable to the City Treasurer, City of Dubuque, drawn on a bank In Iowa or a bank chartered under the laws of the United States. B. Bidder Status Form (Section 00460) 400.0 Document Submittal Requirements by App arent Low Bidder The apparent low bidder must submit the Contractor Background Information Form (Section 00471) to the Jurisdiction Representative within 72 hours after the bid opening. Failure to submit the Contractor Background Information Form by the required deadline may be considered justification for the City to determine the Bidder as not responsible. 400.10 Contract Execution The Bidder further agrees to execute a. formal contract and Bond, within ten (10) calendar days after the date of the CiVs Notice of Award. The Bidder also agrees it will commence work on or before ten (10) calendar days after the date of CiVs Notice to Proceed, and it will complete the work within the specified contract period or pay the Agreed Cost of Delay stipulated in the Contract Documents. 400.11 Questions and Interpretations Failure by the Bidder to request clarification of the Contract Documents during the bidding process does not waive the responsibility for comprehension of the documents and performance of the work In accordance with the Contract Documents. Signing of the Bid Proposal Form constitutes the Contractor's certification as ! nplicitiy denoting thorough comprehension of intent of the Contract Documents. SECTION 00400 Page 5 of 5 400.12 Addenda The Bidder acknowledges receipt of the following addenda: None ------- --- - --� -- Dated: - - -- -- --- -- Dated: -- - - ----- — Dated: Dated: 400.13 Signatures Contractor: Midwest Well Services, Inc. dba: Municipal Well & pump Dated; D7iQ7I202+6 Contractor Name 15602 West Key Dr. Street (Susinese Location) -- -- _. _-- — ---- Peosta City +�1 E� IA 52{I68 State Zip© �l °ti S�yi� ,.• ca ........ ,.�G..�rpQ�,�� ^ � x. 3 `�' w . m - — - - -- - Dated: 07/07I2026 ,94 t' Signature Scott Q117,16ung -T :t a ,• o President a +` Title The Bidder's State of _does ( ) J does not ( ) utilize a percentage preference for in -state Bidders. The amount of preference is _--_ - -. percent. -=_= END OF SECTION 00400 == THE CITY OF DUBbE Masterpiece on the Mississippi CITY OF DUBUQUE, IOWA SHORT FORM VENDOR SERVICE AGREEMENT City of Dubuque Dept: Water Department 50 W. 13th Street Dubuque, IA 52001 Phone #563.589.4291 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 Graymont Western Lime (Vendor Name) 2021 S 18th Ave #102, West Bend, WI 53095 (Vendor Address - City and State) PROJECT TITLE: Citv of Dubuque Water Hiqh Calcium Quicklime Bid Documents 2026 (Vendor) at (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 supply, delivery and testing of High Calcium Quicklime to the City of Dubuque Eagle Point Water Plant The work described above shall be completed at the following location(s): Eagle Point Water Plant 1902 Hawthorne St Dubuque IA, 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 and ordinances of the City of Dubuque, just as much as if the detailed statements thereof were repeated herein. Page 1 of 14 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 Schedule G for Vendors (Exhibit B) or Insurance Schedule J for Professional Services (Exhibit C). Check Appropriate Box 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 6-30-2027 (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. Page 2 of 14 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 G or Insurance Schedule J attached to this Contract. Check Appropriate Box Z 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: Upon the completion of this Contract, and the acceptance of the Project by the City Manager, the City agrees to pay the Vendor as full compensation for the complete performance of this Contract, the amount stated below, less any agreed damages provided for in the Contract Documents. CONTRACT AMOUNT $ 500,000.00 CITY OF DUBUQUE, IOWA By: _ _ Michael C. Van Milligen City Manager 08/05/2026 Date VENDOR: Graymont Company Name By:Nicholas M Bobos Dlgitallysigned byNicholas MBobos Date: 2026 g7.07 ,6 ,9 48-05-00- Signature Nick Bobos Printed Name Account Manager Title 07/07/2026 Date Page 3 of 14 VENDOR ACKNOWLEDGEMENT OF ATTACHED SPECIAL CONDITIONS: M Bobos By: Nicholas M Bobos Digitallyned Nicholas 05'00' Date: 2026.07.07 16:20:25-OS'00' 07/07/2026 Signature Date Nick Bobos Printed Name Account Manager Title Page 4 of 14 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 14 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 14 EXHIBIT B 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 07/07/2026 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. 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 7 of 14 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 8 of 14 INSURANCE SCHEDULE G (continued) C) POLLUTION LIABILITY Coverage required: x 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 x 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: x 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 9 of 14 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 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 10 of 14 EXHIBIT C I`1411:T_1►N46*91:1=1111111114F. 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 11 of 14 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. 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 Page 12 of 14 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 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, id cyber breach of information. Page 13 of 14 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. 1aa*-y=1Imil,to] aelejk/4NZI►,1=1►111/_1NIJ,IJ01►11119I= 4iNsZe]t&l4JiI=1►kI 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 14 of 14 TEMPORARY PARKING LICENSE AGREEMENT BETWEEN THE CITY OF DUBUQUE, IOWA AND HOLY FAMILY CATHOLIC SCHOOLS, DUBUQUE, IOWA This Temporary Parking License Agreement (the "Agreement") dated for reference purposes the day of , 2026, between the City of Dubuque, Iowa, a municipal corporation (the "City") and Holy Family Catholic Schools, Dubuque, Iowa, an Iowa corporation with its principal place of business in Dubuque, Iowa ("Holy Family"). The City and Holy Family will hereinafter each be known as a "Party" and collectively as the "Parties." WHEREAS, City is the owner of a parking lot commonly known as the Veteran's Memorial Park Parking Lot (the "Parking Lot"); and WHEREAS, the Parties desire that Holy Family be permitted to use a defined portion of the Parking Lot as temporary student parking during construction, to reduce student parking impacts in the surrounding neighborhood; and WHEREAS, the portion of the Parking Lot subject to this Agreement (the "Licensed Area") is shown on the attached Exhibit A and incorporated herein by reference; WHEREAS, the walking route for students from the Licensed Area to Holy Family Catholic School (the "Student Path") is shown on the attached Exhibit B and incorporated herein by reference; and NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the Parties agree as follows: SECTION 1. TERM OF AGREEMENT; GRANT OF LICENSE. 1.1 Grant of License. Subject to Section 13 (Termination) and the other terms of this Agreement, City hereby grants to Holy Family a nonexclusive, revocable license to use the Licensed Area for temporary student parking during the Reserved Hours described below in Section 1.3. This Agreement grants a license only and does not convey any leasehold, easement, or other real property interest. 1.2 Licensed Area. The Licensed Area consists of the first two (2) rows of marked parking stalls in the Parking Lot that face west, as depicted on Exhibit A. Holy Family's parking rights under this Agreement are limited to the Licensed Area, as depicted on Exhibit A, and Holy Family shall direct students to park only within the marked stalls during the Reserved Hours defined in Section 1.3. 1.3 Reserved Hours. The Licensed Area stalls will be reserved for Holy Family student use from 6:30 a.m. to 3:30 p.m., Monday through Friday, during school days (and teacher -required in-service days, if applicable) (the "Reserved Hours"), unless otherwise agreed in writing by the City. Overnight parking is prohibited in the Licensed Area under this Agreement. 1.4 Term. This Agreement will be effective beginning April 1, 2026, or upon City approval, whichever is later (the "Commencement Date") and will continue through the end of the 2027-2028 school year, unless earlier terminated pursuant to this Agreement (the "Term"). 1.5 Exhibits to be Finalized. The Parties anticipate that construction -zone details and student routing measures may evolve as construction plans are finalized. No changes to the Licensed Area, Reserved Hours, student route, signage plan, or the Parties' responsibilities under this Agreement will be effective unless set forth in a written amendment signed by both Parties. SECTION 2. PARKING LICENSE USE FEE. The parking license use fee (the "Fee") shall be One Dollar ($1.00) per parking stall in the Licensed Area per month, payable during school months only during the Term of this Agreement. For purposes of this Agreement, "school months" means months in which Holy Family is in regular session for students (and teacher -required in-service days, if applicable). The Licensed Area consists of 85 stalls; accordingly, the monthly Fee during the school months is $85. The City may invoice Holy Family monthly. Payment shall be due within thirty (30) days of the invoice date and shall be made by certified check or money order payable to the City of Dubuque. SECTION 3. USE OF LICENSED AREA. 3.1 Permitted Use. Holy Family covenants and agrees to use and occupy the Licensed Area for student vehicle parking only during the Reserved Hours. 3.2 Parking Stickers. Holy Family shall ensure that all student vehicles parking in the Licensed Area display a visible Holy Family parking sticker or permit. 3.3 Monitoring. Holy Family shall be fully responsible for monitoring the Parking Lot and ensuring students park in the correct stalls within the Licensed Area during the Reserved Hours. Holy Family represents it will have a teacher or other staff member on - site during arrival and dismissal to monitor student compliance and safety. Holy Family shall be responsible for having any unauthorized vehicles (i.e. those without a student parking sticker) towed. 3.4 Signage. Holy Family shall be responsible for providing and installing signage reasonably necessary to direct students to the Licensed Area and to identify the Reserved Hours (the "Signage"). Holy Family shall provide the City with the proposed Signage design, locations, and installation plan for review and written approval prior to installation and in any event prior to the Commencement Date. Holy Family shall not place or allow any signs, ropes, gates, fencing, barriers, or structures on or in the Licensed Area (or elsewhere on City property) without the prior written approval of the City Manager or designee. SECTION 4. ASSIGNMENT AND SUBLETTING. Holy Family shall not assign or sublet this Agreement or the Licensed Area nor any portion thereof. SECTION 5. MAINTENANCE OF PROPERTIES. 5.1 Snow and Ice Removal. Holy Family shall be responsible for snow and ice removal and plowing in the Licensed Area at its sole expense during the winter months. 5.2 Litter. Holy Family shall use reasonable efforts to address litter associated with student use and to keep the Licensed Area in a neat and orderly condition, including periodic litter pickup as needed during the school week. SECTION 6. RESPONSIBILITY FOR ENFORCEMENT. 6.1 Holy Family Responsibility. City shall not be responsible in any manner for enforcement of Holy Family's privilege to use the Licensed Area. Holy Family shall use the Licensed Area in a manner compatible with City's operation of the remainder of the Parking Lot and shall not cause or allow any conflicts or interruptions to City operations. 6.2 City Authority Preserved. Nothing in this Agreement limits the City's authority to enforce applicable laws, ordinances, or Parking Lot rules. SECTION 7. STUDENT SAFETY AND WALKING PATH. 7.1 Walking Path. The Parties acknowledge student safety concerns relating to walking from the Parking Lot to school property. Holy Family shall direct students to follow the Student Path shown on Exhibit B, and shall take reasonable measures to promote safe, orderly travel to and from the school. As a mitigation measure, Holy Family will look into establishing a guided rope path or clearly defined pathway for students to follow to enhance safety, subject to any City approvals required for installations on City property. 7.2 Hard Surface Path. A hard surface path needs to be made from the Parking Lot to the school property. The Parties recommend continuing a path that takes students to the school entrance. This may include installation of a gate similar to what exists on the other side of the street where park land meets private property. Any work on City property (including path surfacing and/or gate installation) is subject to City approval and, if undertaken, shall be addressed by written amendment under Section 1.5 setting forth scope, responsibilities, and timeframe. 3 7.3 Miracle Drive Sidewalk Permission. Holy Family represents that Mike Portzen, the owner of the apartments, has given Holy Family permission to instruct students to walk on the sidewalk he owns along Miracle Drive. SECTION 8. DEFAULT. If Holy Family shall default in the payment of the Fee (if any) hereunder or any part thereof, or shall default in the performance of any of the other covenants herein contained, and such default shall continue for a period of thirty (30) days after written notice thereof specifying the default complained of mailed to Holy Family by United States certified mail, then City may, at its election, terminate this Agreement and re-enter the Licensed Area, with or without process of law, and expel and remove Holy Family or any person or persons in or upon the Licensed Area, using such force as may be necessary under the circumstances; and if at any time by reason of such default and the continuance thereof for such period of thirty (30) days after written notice has been given, said term shall be so ended, Holy Family hereby covenants and agrees to surrender and deliver up the Licensed Area peaceably to the City. SECTION 9. FORCE MAJEURE. A Party's performance under this Agreement shall be excused if, and to the extent that, the Party is unable to perform because of causes beyond its reasonable control such as, but not limited to, acts of God, acts of civil or military authority, loss of potable water source, floods, quarantine restrictions, riots, strikes, commercial impossibility, fires, or other circumstances reasonably beyond the control of the Party obligated to perform. The Party unable to perform shall promptly notify the other Party and shall resume performance upon termination of the force majeure. SECTION 10. INDEMNITY. Holy Family agrees to defend, indemnify and hold harmless City, its officers, agents and employees, from any and all damages or claims whatsoever by reason of Holy Family's use of the Licensed Area and operations associated with such use, including student routing, monitoring, and snow removal/plowing, and further agrees to reimburse City for any and all damage to the Licensed Area resulting from the use of the Licensed Area for activities associated with Holy Family's operations except in those damages or claims arising from the negligent act or omission of City, whether in whole or in part. City agrees to promptly give notice of any and all damages or claims and to permit Holy Family and/or its insurance carrier to investigate and defend the same. SECTION 11. INSURANCE. Holy Family shall at all times during the Term of this Agreement provide insurance as set forth in the attached Insurance Schedule A as such Insurance Schedule A may from time to time be amended by City. SECTION 12. SURRENDER OF PREMISES AT END OF TERM. Holy Family agrees that upon termination or expiration of this Agreement it will surrender, yield up and deliver the Licensed Area in good, clean condition, substantially similar to the condition of the Licensed Area at the time of execution of this Agreement, reasonable wear and tear excepted. 4 SECTION 13. TERMINATION. City may terminate this Agreement for any reason, with or without cause, upon thirty (30) days written notice mailed to Holy Family by United States certified mail. HOLY FAMILY CATHOLIC SCHOOLS, DUBUQUE, IOWA By: "'� ' Printed Name:�1 Title: Date: CITY OF DUBUQUE, IOWA By: Michael C. Van Milligen, City Manager Date: 08/09/2026 Attest: LlA4v--r,-Ae. %7 Adrienne Breitfelder, City Clerk 5 EXHIBIT A LICENSED AREA 10. ow.� t3 �• if A IaL �1 "NE7 %� •W�r -)lam it '.uaJ .. ..r P r f EXHIBIT B STUDENT PATH w -4". Insurance Schedule A 1. Licensee shall furnish a signed certificate of insurance to the City of Dubuque for the coverage required in Exhibit I prior to the lease, license, or permit commencement. All licensees of City property and right of way licensees or permittees shall submit an updated certificate annually. 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. Temporary Parking License 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: City of Dubuque, Finance Department, 50 W. 13th Street, Dubuque, Iowa, 52001. 4. The lessee, licensee, or permittee 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 the lease, license, or permit. 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 Chief Financial Officer. The lessee, licensee, or permittee must identify and list in writing all deviations and exclusions from the ISO form. 8. If lessee's, licensee's, or permittee's limits of liability are higher than the required minimum limits then the lessee's, licensee's, or permittee's limits shall be this agreement's required limits. 9. Lessee, licensee, or permittee shall require all subcontractors and 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. Lessee, licensee, or permittee agrees that it shall be liable for the failure of a subcontractor and sub - subcontractor to obtain and maintain such coverage. The City of Dubuque may request a copy of such certificates from the lessee, licensee, or permittee. 10. Lessee, license, and permittees shall be responsible for deductibles and 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 the agent's 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 risk or other special circumstances during the term of the agreement, subject to written mutual agreement attached hereto. Insurance Schedule A (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 from BP 00 02. All deviations from the standard ISO commercial general liability form CG 00 01, or business owners form BP 0002, 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 noncontributory. 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, 50th W. 13th Street, Dubuque, Iowa, 52001. B) WORKERS' COMPENSATION & EMPLOYERS LIABILITY 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 an endorsement providing a waiver of subrogation to the City of Dubuque. Coverage B limits shall be greater if required by the umbrella/excess insurer. OR If, by Iowa Code Section 85.1A, the lessee, licensee, or permittee is not required to purchase Workers' Compensation Insurance, the lessee, licensee, or permittee 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. Preservation of Governmental Immunities Endorsement Nonwaiver of Governmental Immunity. The insurance carrier expressly agrees and states that the purchase of this policy and the including of the City of Dubuque, Iowa as an Additional Insured does not waive any of the defenses of governmental immunity available to the City of Dubuque, Iowa under Code of Iowa Section 670.4 as it is now exists and as it may be amended from time to time. 2. Claims Coverage. The insurance carrier further agrees that this policy of insurance shall cover only those claims not subject to the defense of governmental immunity under the Code of Iowa Section 670.4 as it now exists and as it may be amended from time to time. Those claims not subject to Code of Iowa Section 670.4 shall be covered by the terms and conditions of this insurance policy. 3. Assertion of Government Immunity. The City of Dubuque, Iowa shall be responsible for asserting any defense of governmental immunity, and may do so at any time and shall do so upon the timely written request of the insurance carrier. 4. Non -Denial of Coverage. The insurance carrier shall not deny coverage under this policy and the insurance carrier shall not deny any of the rights and benefits accruing to the City of Dubuque, Iowa under this policy for reasons of governmental immunity unless and until a court of competent jurisdiction has ruled in favor of the defense(s) of governmental immunity asserted by the City of Dubuque, Iowa. 5. No Other Change in Policy. The above preservation of governmental immunities shall not otherwise change or alter the coverage available under the policy. SPECIMEN 10 Dubuque THE CITY OF bVIVA DUB E ItA�fseb 'II' 2007.2012.2013 2017.2019 Masterpiece on the Mississippi City of Dubuque Dept: 53 50 W. 13th Street 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 Bauer Built (Vendor) at (Vendor Name) 2220 Kerper Blvd, Dubuque, IA 52001 (Vendor Address - City and State) PROJECT TITLE: Tire Changes/Repairs for Transportation Services buses/vehicles (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: Tire Changes/Repairs for Transportation Services Buses / All City vehicles The work described above shall be completed at the following location(s): 949 Kerper Blvd or in Bauer Built shop - 2220 Kerper Blvd 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 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 Schedule G for Vendors (Exhibit B) or Insurance Schedule J for Professional Services (Exhibit C). Check Appropriate Box ❑ 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 6/30/2027 (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 ❑ Insurance Schedule G — Vendors 0 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 $ 12,000 CITY OF DUBUQUE, IOWA By: N 08/09/2026 M chael C. Van Mi igen Date City Manager 1 / k 119JN Bauer Built Company Name Nick Vosters Digitally signed by Nick Vosters B y . Date: 2026.08.04 09:08:27-05'00' Signature Nick Vosters Printed Name Director of Safety and Risk Title 8/4/2026 Date Page 3 of 13 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. 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 EXHIBIT B 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 6 of 13 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 7 of 13 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. 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 Page 8 of 13 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 9 of 13 EXHIBIT C 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 10 of 13 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. 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 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 11 of 13 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 12 of 13 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 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 13 of 13 THE CITY OF DUB E Masterpiece on the Mississippi TO: Michael C. Van Milligen, City Manager FROM: Bob Schiesl, Assistant City Engineer DATE: August 10, 2026 Dubuque All -America ClW 2007-2012.2013 2017*2019 RE: Request to Sign Contract — Dodds and Sinclair Terminal Contaminated Soil Removal Project at South Terminal Street Attached is the short Form Public Improvement Contract between the City of Dubuque and Top Grade Excavating of Farley, IA for the Dodds and Sinclair Terminal Contaminated Soil Removal Project at South Terminal Street. The project will provide for the removal and disposal of approximately 22CY of contaminated soil material. Contaminated soil will be transported and disposed of at the Dubuque Metropolitan Area Solid Waste Agency landfill. The city will be responsible for the associated landfill fees. It would be appreciated if you would execute the attached contract related to this project. Please return it to the Engineering office for further processing. Attach. cc: Kerry Bradley, Eng. Dept. SECTION 00500 Page 1 of 5 PUBLIC IMPROVEMENT CONTRACT THIS IMPROVEMENT CONTRACT (the Contract), dated for references purposes the 6th day of August, 2026 between the City of Dubuque, Iowa, by its City Manager, through authority conferred upon the City Manager by its City Council (City), and Top Grade Excavating, Inc. (Contractor). 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 forthe DODDS AND 2. CONTRACT DOCUMENTS A. The Contract Documents consist of the following: 1. Project Title Page (Section 00100). 2. Project Directory Page (Section 00101). 3. This Public Improvement Contract (Section 00500). 4. Performance, Payment, and Maintenance Bond (Section 00600). 5. Out -of -State Contractor Bond (Section 00610). 6. Other Bonds: a.(Bond Name)_ (pages - to _ , inclusive). b. (Bond Name)_ (pages _ to , inclusive). C. (Bond Name)_ (pages - to - , inclusive). 7. The Iowa Statewide Urban Design And Specifications (SUDAS) 2023 Edition. 8. CITY OF DUBUQUE Supplemental Specifications 2023 Edition. 9. Other Standard and Supplementary Specifications as listed on the Title Page of the Contract Document Manual. -10.Special-Provisions included in the project Contract Document Manual.- - 11. Drawings - Sheet No. A.001 through No.C.102 (06 pages) or drawings consisting of sheets bearing the following general title: All Sheets 12.Addenda (numbers _ to _ , inclusive). 13.Insurance Provisions and Requirements (Section 00700). 14.Sales Tax Exemption Certificate (Section 00750). 15.Site Condition Information (Section 00775). 16. Construction Schedule and Agreed Cost of Delay (Section 00800). 17.Erosion Control Certificate (Section 00900). 18.Consent Decree (Section 01000). SECTION 00500 Page 2 of 5 19.Other Project Information and Permits (Sections 01100 - 01200). 20. Exhibits to this Contract (enumerated as follows): a. Contractor's Bid (pages 1 to 7 inclusive). b. Bidder Status Form (Section 00460). c. The following documentation that must be submitted by Contractor prior to Notice of Award. i. Contractor Background Information Form (Section 00470/00471) ii. iii. 21.The following which may be delivered or issued on or after the Effective Date of the Agreement: a. Notice to Proceed (Section 00850). b. Project Certification Page (Section 00102). c. Change Orders (Not attached to this agreement). 22.Authorization Resolution: a. Resolution No. 286-17 Authorizing City Manager to Execute Contracts and Leases (Exhibit C), or b. Project Specific Resolution (Resolution No. There are no other Contract Documents. The Contract Documents may only be amended, modified, or supplemented as provided in this Contract. 3. All materials used by the Contractor in the Project must be of the quality required by the Contract Documents and must be installed in accordance with the Contract Documents. 4. The Contractor must remove any materials rejected by the City as defective or improper, or any of said work condemned as unsuitable or defective, and the same must be replaced or redone to the satisfaction of the City at the sole cost and expense of the Contractor. 5. Three percent (3%) of the Contract price will be retained by the City for a period of thirty (30) days after final completion and acceptance of the Project by the City Council to pay any claim by any party that may be filed for labor and materials done and furnished in connection with the performance of this Contract and for a longer period -if _such claims are notadjusted_within that thirty (30) day period, as provided in Iowa Code Chapter 573 or Iowa Code Chapter 26. The City will 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 will 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 Documents herein referred to and agrees not to plead misunderstanding or deception related to estimates of quantity, character, location or other conditions for the Project. 7. In addition to any warranty provided for in the specifications, the Contractor must also fix any other defect in any part of the Project, even if the Project has been accepted and fully paid for by the City. The Contractor's maintenance bond will be security for a period of two years after the issuance of the Certificate of Substantial Completion. SECTION 00500 Page 5 of 5 8. The Contractor must fully complete the Project under this Contract on or before the date indicated in the Construction Schedule and Agreed Cost of Delay Section of the Contract Documents. 9. 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. 10. The Contractor hereby represents and guarantees that it has not, nor has any other person for or in its behalf, directly or indirectly, entered into any arrangement or Contract with any other Bidder, or with any public officer, whereby it has paid or is to pay any other Bidder or public officer any sum of money or anything of value whatever in order to obtain this Contract; and it has not, nor has another person for or in its behalf directly or indirectly, entered into any Contractor arrangement with any other person, firm, corporation or association which tends to or does lessen or destroy free competition in the award of this Contract and agrees that in case it hereafter be established that such representations or guarantees, or any of them are false, it will forfeit and pay not less than ten percent (10%) of the Contract price but in no event less than $2,000.00 (Two Thousand Dollars) to the City as agreed upon damages. 11. The surety on the Bond furnished for this Contract must, in addition to all other provisions, be obligated to the extent provided for by Iowa Code 573.6 relating to this Contract. 12 The Gpnt aGtGF-agraes�, �— its —Bend is surety therefore, hat -after --thy Ge4if Gate ice. The �oi�arvoocizr i SubstaRtial GempletiGn has been issued by the City, at will keep and maintaiR the PFGjeG of two ( 13. The City may terminate this Contract with orwithout cause upon sixty (60) 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 in the Iowa District Court for Dubuque County. 15. Counterparts and Electronic Signatures. This Contract may be executed in counterparts, each of which shall constitute an original, and all of which together shall constitute one and the same document. This Contract may be executed by the parties and transmitted by SECTION 00500 electronic transmission, and if so executed and transmitted, shall be effective as if the parties had delivered an executed original of this Contract. SECTION 00500 Page 4 of 5 16. Currency. All prices and financial terms referenced herein are intended to be in U.S. dollar and shall remain in U.S, dollars despite any exchange rate. 17. Conflict in Terms. In the event of a conflict between the terms of this Contract and the terms of any of the Contract Documents, the terms of this Contract shall prevail. 18. Legal Compliance. a. The 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 D, and hereby represents and warrants that Contractor is in compliance with the same as of the 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. b. 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 b 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. 19. Federally Assisted Project. Is this project funded fully or in part with federal funds? ■ Yes (if yes, provision a. and b. below apply) ❑ No a. The City and the Contractor agree to comply with all provisions of the Davis -Bacon Federal Prevailing Wage Act, related labor requirements and regulations and the Federal Wage Determination for this Project. b. Equipment or products authorized to be purchased with federal funding awarded for this Contract must be American made to the maximum extent feasible, in accordance with Public Law 103-121, Sections_6.0-6(a) and (b). THE CITY AGREES: The City agrees to pay the Contractor for the work actually performed under this Contract, up to the amount stated below, less any damages provided for in the Contract Documents. CONTRACT AMOUNT $5,584.80 SECTION 00500 Page 5 of 5 CITY OF DUBUQUE, IOWA: City Manager's Office De ment By: ��/' v� Sign Lure Michael C. Van Milligen Printed Name City Manager's Office Title 08/10/2026 Date CONTRACTOR: Top Grade Excavating Inc. Contract By:_ !'— Signature 8Le., - — !1j/) 1GyhIi Printed Name I�I (-e PPt.) (del' Title jIb & Date ==== END OF SECTION 00500 ==== SECTION 00700 Page 1 of 6 INSURANCE PROVISIONS SECTION 00700 City of Dubuque Insurance Requirements for General, Artisan or Trade Contractors, Subcontractors or Sub Subcontractors INSURANCE SCHEDULE F Class A: Asbestos Removal Fiber Optics Roofing Asphalt Paving Fire Protection Sanitary Sewers Concrete Fireproofing Sheet Metal Construction Managers General Contractors Site Utilities Cranes HVAC Shoring Culverts Mechanical Special construction Decking Paving & Surfacing Steel Demolition Pavement Marking Storm sewers Deconstruction Piles & Caissons Structural Steel Earthwork Plumbing Trails Electrical Retaining Walls Tunneling Elevators Reinforcement Water main Class B: 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 Class C: Carpet Cleaning General Cleaning Power Washing Carpet Grass Cutting Tile & Terrazzo Flooring Resilient Flooring Janitorial Window Washing Caulking & Sealants Non Vehicular Snow Removal Acoustical Ceiling Non Vehicular Ice Removal Filter Cleaning Office Furnishings Schedule F, General, Artisan or Trade Contractors, Subcontractors or Sub Subcontractors December2024 SECTION 00700 Page 4 of 6 City of Dubuque Insurance Requirements for General, Artisan or Trade Contractors, Subcontractors or Sub Subcontractors 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 Number: 6052000015-100-67990 EPA Multipurpose Grant Project Name: Dodds & Sinclair Terminal Contaminated Soil Removal Proiect Project Location: 100 South Terminal Street, Dubuque Iowa 2. All policies of insurance required hereunder shall be with an insurer authorized to do business in Iowa and all insurers shall have a rating of A or better in the current A.M. Best's Rating Guide. 3. Each Certificate required shall be furnished to the Engineering Department of the City of Dubuque. 4. Failure to provide the coverages described in this Insurance Schedule shall not be deemed a waiver of these requirements by the City of Dubuque. Failure to obtain or maintain the required insurance shall be considered a material breach of this contract. 5. Contractor shall require all subcontractors and sub -subcontractors to obtain and maintain during the performance of work insurance for the coverages described in this Insurance Schedule and shall obtain certificates of insurance from all such subcontractors and sub -subcontractors. Contractor agrees that it shall be liable for the failure of a subcontractor and sub -subcontractor to obtain and maintain such coverage. The City may request a copy of such certificates from the Contractor. 6. All required endorsements shall be attached to the certificate. The certificate is due before the contract/agreement can be approved. 7. Whenever an ISO form is referenced, the current edition must be provided. 8. Contractor shall be required to carry the minimum coverage/limit, or greater if required by law or other legal agreement, in Exhibit I - Insurance Schedule F. If the contractor's limits of liability are higher than the required minimum limit, then the contractor's limits shall be this agreement's required limits. 9. Contractor shall be responsible for deductibles and self -insured retention for payment of all policy premiums and other cost associated with the insurance policies required below. 10. All certificates of insurance must include agents name, phone number, and email address. 11. The City of Dubuque reserves the right to require complete, certified copies of all required insurance policies, including endorsements, required by this Schedule at any time. 12. The City of Dubuque reserves the right to modify these requirements, including limits, based on changes in the risk or other special circumstances during the term of the contract, subject to written mutual agreement attached hereto. Schedule F, General, Artisan or Trade Contractors, Subcontractors or Sub Subcontractors December 2024 SECTION 00700 , Page 3 of 6 City of Dubuque Insurance Requirements for General, Artisan or Trade Contractors, Subcontractors or Sub Subcontractors INSURANCESCHEDULE 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 generalliability 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 and volunteers, all its boards, commissions and/or authorities andtheir board members, employees and volunteers. Use ISO form CG 20 10 (Ongoing operations). 6) The additional insured endorsement shall include completed operations under ISO form CG 2037 during the project term and for a period of two years after thecompletion 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 131h 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 asprescribed 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. SECTION 00700 Page 4 of 6 City of Dubuque Insurance Requirements for General, Artisan or Trade Contractors, Subcontractors or Sub Subcontractors INSURANCESCHEDULE F (continued) Coverage B limits shall be greater if required by the umbrella/excess insurer.OR If, by Iowa Code Section 85.1A, the Contractor is not required to purchase Workers' Compensation Insurance, the Contractor shall have a copy of the State's Nonelection of Workers' Compensation or Employers' Liability Coverage form on file with the Iowa. Workers' Compensation Insurance Commissioner, as required by Iowa Code Section 87.22. Completed form must be attached. C) AUTOMOBILE LIABILITY Combined Single Limit $1,000, 000 Coverage shall include all owned, non -owned, and hired vehicles. If the Contractor'sbusiness does not own any vehicles, coverage is required on non -owned and hired vehicles. 1) Policy shall include Waiver of Right to Recover from Others endorsement. D) UMBRELLAIEXCESS LIABILITY The General Liability, Automobile Liability and 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 ofthe 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 theCity. All Class A contractors with contract values in excess of $10,000,000 must haveumbrella/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 umbrellaregard less of the contract value. E) POLLUTION LIABILITY Coverage required: _Yes X No Pollution liability coverage shall be required if project involves any pollution exposure for hazardous or contaminated materials including, but not limited to, the removal of lead, asbestos, or PCB's. Pollution product and complete operations coverage shall also be covered. Each Occurrence $2,000,000 Policy Aggregate $4,000,000 Schedule F, General, Artisan or Trade Contractors, Subcontractors or Sub Subcontractors December2024 SECTION 00700 Page 3 of 6 City of Dubuque Insurance Requirements for General, Artisan or Trade Contractors, Subcontractors or Sub Subcontractors INSURANCESCHEDULE F (continued) 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 andtheir 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 noncontributory. 6) Policy shall include waiver of right to recovery from others endorsement. 7) Pollution liability shall include ISP endorsement CA 99 48. Pollution Liability -Broadened Coverage for Covered Autos, or equivalent endorsement if the contractor has vehicles that transport fuel onto the Owner's property. F) RAILROAD PROTECTIVE LIABILITY Coverage required: _Yes X No Any contract for construction or demolition work on or within fifty feet (50') from the edgeof 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: occurrence (per limits required by Railroad) 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 thecertificate of insurance. Section 00700 Page 6 of 6 City of Dubuque Insurance Requirements for General, Artisan or Trade Contractors, Subcontractors or Sub Subcontractors INSURANCESCHEDULE F (continued) 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 purchaseof 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 thoseclaims not subject to the defense of governmental immunity under the Code of Iowa Section 670.4 as itnow 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 writtenrequest 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 ofthe 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 otherwisechange or alter the coverage available under the policy. ==== END OF SECTION 00700 ==== Schedule F, General, Artisan or Trade Contractors, Subcontractors or Sub Subcontractors December 2024 SECTION 00750 Page 1 of 3 SALES AND USE TAX EXEMPTION CERTIFICATE SECTION 00750 The City of Dubuque, as a designated exempt entity awarding construction contracts, will issue special exemption certificates to contractors and subcontractors, allowing them to purchase, or withdraw from inventory, materials for the Contract free from sales tax pursuant to Iowa Code Sections: 422.42 (15) & (16), and 422.47 (5). The special exemption certificate will also allow a manufacturer of building materials to consume materials in the performance of a construction contract without owing tax on the fabricated cost of those materials. 1. These tax exemption certificates and authorization letters are applicable only for the work under the contract. The Contractor and each subcontractor shall comply with said Iowa Code Sales Tax requirements, shall keep records identifying the materials and supplies purchased and verify that they were used on the contract, and shall pay tax on any materials purchased tax-free and not used on the contract. 2. Upon award of Contract the City will register the Contract, Contractor, and each subcontractor with the Iowa Department of Revenue and Finance; and distribute tax exemption certificates and authorization letters to the Contractor and each subcontractor. SECTION 00750 Page 2 of 3 PROJECT INFORMATION REQUIREMENTS FOR STATE OF IOWA SALES TAX EXEMPTION CERTIFICATES FOR CONTRACTORS & SUBCONTRACTORS Submitting Department: Engineering Department Contact: Robert Schiesl Project CIP Number(s): 6052000015-100.67990 EPA Multipurpose Grant Please complete this form in its entirety and submit along with the executed Contract, Bonds and Certificate of Insurance. Upon receipt, the City Finance Department will work with the Iowa Department of Revenue to issue Sales Tax Exemption Certificates to the approved contractor(s) to allow for the purchase or inventory withdrawal of materials for the specified Project free from State of Iowa Sales Tax. Sales tax exemption certificates are not provided to material suppliers. The Contractor and subcontractors can provide copies of the sales tax exemption certificates issued by the City to individual material suppliers. Project Name: Dodds & Sinclair Terminal Contaminated Soil Removal Project at South Terminal Street Project Description: The scope of the Project is as follows: removal and disposal of approximately 22 CY of contaminated soil material. Contaminated soil will be transported and disposed of at the Dubuque Metropolitan Area Solid Waste Agency landfill. The City will be responsible for the associated landfill fees. Excavated site will be backfilled and seeded. Start Date (Bid Opening Date): July 30, 2026 Final Completion Date: August 21, 2026 1. General Prime Contractor: Top C>rAde. GC&a Jp Contact Name: Complete Address: (Include PO Box and Street Information) 9 71 9 "" Ave. N W City, State, Zip Code SJ-Vg4 Telephone Number: S(,3 _ q q Federal I-D. Number: (or Include Social Security Number) -- - -- Ji,0 - o S y 0 9;1. Work Type to be Completed: 2. Subcontractor: Complete Address: (Include PO Box and Street Information) City, State, Zip Code Telephone Number: Federal I.D. Number: (or Include Social Security Number) Work Type to be Completed: SECTION 00750 Page 3 of 3 3. 1 Subcontractor: Complete Address: (Include PO Box and Street Information) City, State, Zip Code Telephone Number: Federal I.D. Number: (or Include Social Security Number) Work Type to be Completed: 4. Subcontractor: Complete Address: (Include PO Box and Street Information) City, State, Zip Code Telephone Number: Federal I.D. Number: (or Include Social Security Number) Work Type to be Completed: 5. Subcontractor: Complete Address: (Include PO Box and Street Information) City, State, Zip Code Telephone Number: _ Federal I.D. Number: (or Include Social Security Number) Work Type to be Completed: 6. Subcontractor; Complete Address: (Include PO Box and Street Information) City, State, Zip Code Telephone Number: Federal I.D. Number: (or Include Social Security Number) Work Type to be Completed: ==== END OF SECTION 00750 ==== SECTION 00775 SITE CONDITION INFORMATION SECTION 00775 775.1 SUBSURFACE CONDITIONS In the preparation of the Contract Documents, the Engineer relied upon the following report(s) and drawing(s) of explorations and tests of subsurface conditions at the Site: 1) Geotechnical Engineering Report: Report Pre Title: Date: Pages: Download: The technical data in the above report(s), upon which the Contractor may rely, consists of boring logs, test results, and boring locations all as of the date made. Engineer accepts no responsibility for accuracy of the soil data or water level information. Soil information, included with these Contract Documents, was not obtained for the purposes of designing excavations and trenches. Soil information was used by Engineer for design purposes only. Contractor shall assure itself by personal examination as to subsurface conditions and shall provide its own investigations and make its own assumptions to comply with OSHA and any other applicable laws and regulations regarding excavation and trenching requirements. 775.2 PHYSICAL CONDITIONS In the preparation of the Contract Documents, the Engineer relied upon the following drawing(s) of physical conditions in or relating to existing surface and subsurface structures (except underground facilities) which are at or contiguous to the Site: 1) Drawings prepared by: Prepared by: Title: Date: Pages: Download: 2) Sanborn Fire Insurance Map: NONE OF THE CONTENT OF SUCH DRAWINGS INCLUDE TECHNICAL DATA ON WHICH THE CONTRACTOR MAY RELY. SECTION 00775 Page 3of3 775.3 HAZARDOUS ENVIRONMENTAL CONDITIONS In the preparation of the Contract Documents, the Engineer relied upon the following reports(s) known to the owner of hazardous environmental conditions at the Site: 1) Phase I Environmental Site Assessment Study: Prepared by: Eocene Environmental Group Title: Dodds Phase I Environmental Site Assessment Date: 12-18-24 Pages: 786 Download: Select Link to Access / Download Prepared by: Eocene Environmental Group Title: Sinclair Phase I Environmental Site Assessment Date: 12-19-24 Pages: 683 Download: Select Link to Access / Download 2) Phase II Environmental Site Assessment Study: Prepared by: Eocene Environmental Group Title: Dodds Phase II Environmental Site Assessment Date: 5-1-25 Pages: 205 Download: Select Link to Access / Download Prepared by: Eocene Environmental Group Title: Sinclair Phase II Environmental Site Assessment Date: 5-1-25 Pages: 218 Download: Select Link to Access / Download 3) Soil and Groundwater Management Plan: Prepared by: Title: Date: Pages: Download: SECTION 00775 The technical data in the above report(s), upon which the Contractor may rely, consists of test results all as of the date made. Contractor must not remove, disturb, or remediate any Hazardous Environmental Conditions encountered, uncovered or revealed at the Project Area, unless such removal or remediation is expressly identified in the Contract Documents to be within the scope of work. ___= END OF SECTION 00775 =___ SECTION 00800 Page 1 of 2 CONSTRUCTION SCHEDULE AND AGREED COSTS OF DELAY SECTION 00800 800.1 SCHEDULE: CALENDAR DAY SCHEDULE: Work on the Project must be commenced within three (3) calendar days after the Notice to Proceed has been issued and shall be fully completed by August 21, 2026. MILESTONE DATES: In addition to the required Final Completion Dates, there are milestones by which certain items of work must be completed. See General Requirements for milestone requirements. Milestone 1 - Final Completion Milestone 2 - 08-21-2026 In general, the following contract completion Milestone shall be followed. a. Milestone 1 Completion: b. Milestone 2 Completion: $00.2 AGREED COSTS OF DELAY: Time is of the essence of the Contract. As delay in the diligent prosecution of the work may inconvenience the public, obstruct traffic, interfere with business, and/or increase costs to the City such as engineering, administration, and inspection, it is important that the work be prosecuted vigorously to final completion. An extension of the contract period may be granted by the City for any of the following reasons: 1. Additional work resulting from a modification of the Contract Documents by approved change order. 2. Delays caused by the City. 3. Other reasons beyond the control of the Contractor, which in the City's opinion, would justify such. Should the Contractor, or in case of default the Surety, fail to complete the work within the specified Milestone(s), Substantial and Final Completion Dates, a deduction at the daily rate for agreed costs of delay will be made for each and every calendar day or working SECTION 00800 Page 2 of 2 day, whichever is specified, such that the work remains uncompleted. The Contractor or the Contractor's Surety shall be responsible for all costs incidental to the completion of the work, and shall be required to pay the City the following daily costs: A. For each calendar day that any work remains uncompleted beyond the Substantial Completion date the contractor will be assessed and shall pay, $250.00 per calendar day, not as a penalty but as predetermined and Agreed Cost of Delay until Substantial Completion requirements are met. B. For each calendar day that any work remains uncompleted beyond the Final Completion date the contractor will be assessed and shall pay, $250.00 per calendar, not as a penalty but as predetermined and Agreed Cost of Delay until Final Completion requirements are met. Permitting the Contractor to continue and finish the Work, or any part of it, after the expiration of the Substantial and Final Completion dates or Milestone Dates or extension thereof shall in no way operate as a waiver on the part of the City of any of its rights or remedies under the contract, including its right to Agreed Cost of Delay pursuant to this provision. Furthermore, the assessment of Agreed Cost of Delay shall not constitute a waiver of the City's right to collect any additional damages which the City may sustain by failure of the Contractor to carry out the terms of the Contract. The Agreed Cost of Delay rates specified in the Contract Documents is hereby agreed upon as the true and actual damages due the City for loss to the City and to the public due to obstruction of traffic, interference with business, and/or increased costs to the City such as engineering, administration, construction, and inspection after the expiration of the contract times, or extension thereof. Such Agreed Cost of Delay will be separately invoiced to the Contractor, and final payment will be withheld from the Contractor until payment has been made of this invoice for the agreed cost of delay. The Contractor and its surety shall be liable for any agreed cost of delay in excess of the amount due the Contractor. ___= END OF SECTION 00800 =___ SECTION 00900 Page 1 of 1 EROSION CONTROL CERTIFICATION SECTION 00900 Dated: ®% -/0 - City: City of Dubuque Address: 50 W 13th Street Dubuque, IA 52001 Project: Dodds & Sinclair Terminal Contaminated Soil Removal Project at South Terminal Street Contract No. 6052000015-100-67990 EPA Multipurpose Grant Description: The scope of the Project is as follows: removal and disposal of approximately 22 CY of contaminated soil material. Contaminated soil will be transported and disposed of at the Dubuque Metropolitan Area Solid Waste Agency landfill. The City will be responsible forthe associated landfill fees. Excavated site will be backfilled and seeded. I certify under penalty of law that I understand the terms and conditions of the National Pollutant Discharge Elimination System (NPDES) Permit that authorizes the storm water discharges associated with industrial activities from the construction site and as detailed in the Contract Documents. Further, by my signature, I understand that I am becoming a co-permittee, along with the owner(s) and other contractors and subcontractors signing such certifications, to the Iowa Department of Natural Resources NPDES General Permit No. 2 for "Storm Water Discharge Associated with Industrial Activity for Construction Activities" at the project site. As a co-permittee, I understand that I, and my company, are legally required under the Clean Water Act and the Code of Iowa, to ensure compliance with the terms and conditions of the storm water pollution prevention plan developed under this NPDES permit and the terms of this NPDES permit. agree to indemnify and hold the City harmless from any claims, demands, suits, causes of action, settlements, fines, or judgments and costs of litigation, including, but not limited to, reasonable attorney's fees and costs of investigation and arising from a- condition, obligation, or requirement assumed or to be performed by the Contractor for storm water pollution and erosion control. Fines and other costs incurred against the City for the Contractor's failure to provide the required erosion control practices will be paid by the Contractor. Contractor: l oe Gee )e. EXCo ✓wTine By: e� (Authorized Signature) Vlce / (e.511L1 (Title) 1 '`�"' CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 08/1012026 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 NAME: CLIENT CONTACT CENTER FEDERATED MUTUAL INSURANCE COMPANY OFFICE: P.O. BOX 328 PHONE FME (AIC, No, Ext): 888-333-4949 INC,A/No): 507-446-4664 OWATONNA, MN 55060 ADDRESS: CLIENTCONTACTCENTER@FEDINS.COM INSURERS AFFORDING COVERAGE NAIC # INSURER A:FEDERATED MUTUAL INSURANCE COMPANY 13935 INSURED INSURER B: FEDERATED SERVICE INSURANCE COMPANY 28304 TOP GRADE EXCAVATING, INC. T&gp�%NAVIGATORS SPECIALTY INSURANCE 36056 PO BOX 356 INSURER D: FARLEY, IA 52046-0356 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 183 REVISION NUMBER: 0 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSR SUER WVD POLICY NUMBER POLICY EFF MM/DDIYVYV POLICY EXP MMIDD/YYYV LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $1,000,000 CLAIMS -MADE OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $100,000 MED EXP (Any one person) $5,000 A Y Y 1821682 12/23/2025 12/23/2026 PERSONAL ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 PPOLICY X PRO— LOC PECT PRODUCTS & COMPIOP ACC $2,000,000 OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) $1,000,000 BODILY INJURY (Per Person) AOWNED JANYAUTC AUTOS ONLY gUTOSULED Y Y 1821682 12/23/2025 12/23/2026 BODILY INJURY (Per Accident) PROPERTY DAMAGE (Per Accident) HIRED AUTOS ONLY NON -OWNED AUTOS ONLY X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $11,000,000 A EXCESS LIAR CLAIMS -MADE Y Y 1821632 12/23/2025 12/23/2026 AGGREGATE $11,000,000 DED I RETENTION WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN X PER STATUTE OTHER E.L EACH ACCIDENT $1,000,000 ANY PROPRIETOR/PARTNER/ EXECUTIVE B OF EXCLUDED? N/A Y 1821633 12/23/2025 12/23/2026 E.L DISEASE EA EMPLOYEE $1,000,000 (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L DISEASE POLICY LIMIT $1,000,000 CONTRACTORS POLLUTION LIABILITY Y Y CPLI01672001 12/23/2025 12/23/2026 EACH LIMIT $5,000,000 CAGGREGATE $5,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) SEE ATTACHED PAGE CERTIFICATE HOLDER CANCELLATION 50 W 13TH ST DUBUQUE, IA 52001-4845 183 0 I SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE t Vim'"RL I C/ ; 6 © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: Ac "� LOC #: ADDITIONAL REMARKS SCHEDULE Page 1 AGENCY NAMEDINSURED FEDERATED MUTUAL INSURANCE COMPANY TOP GRADE EXCAVATING, INC. PO BOX 356 FARLEY, IA 52046-0356 POLICY NUMBER SEE CERTIFICATE # 183.0 CARRIER NAIC CODE EFFECTIVE DATE: SEE CERTIFICATE # 183.0 SEE CERTIFICATE # 183.0 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE SECONDARY POLICIY(S) B WORKERS COMPENSATION N/A Y 1948454 12/23/2025 12/23/2026 WC STATUTORY LIMITS Y OTHER N E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE -EA EMPL $1,000,000 E.L. DISEASE-POL LIMIT $1,000,000 PROJECT NUMBER: 6052000015-100-67990 EPA MULTIPURPOSE GRANT DODDS & SINCLAIR TERMINAL CONTAMINATED SOIL REMOVAL- 100 SOUTH TERMINAL STREET, DUBUQUE IA SUBJECT TO THE TERMS AND CONDITIONS OF THE POLICY, ADDITIONAL INSUREDS ALSO INCLUDES 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. THE CERTIFICATE HOLDER IS AN ADDITIONAL INSURED ON GENERAL LIABILITY SUBJECT TO THE CONDITIONS OF THE ADDITIONAL INSURED - OWNERS, LESSEES, OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION ENDORSEMENT. THE CERTIFICATE HOLDER IS AN ADDITIONAL INSURED ON GENERAL LIABILITY SUBJECT TO THE CONDITIONS OF THE ADDITIONAL INSURED - OWNERS, LESSEES, OR CONTRACTORS - COMPLETED OPERATIONS ENDORSEMENT. THE CERTIFICATE HOLDER IS AN ADDITIONAL INSURED SUBJECT TO THE CONDITIONS OF THE ADDITIONAL INSURED BY CONTRACT ENDORSEMENT FOR BUSINESS AUTO LIABILITY. INSURANCE PROVIDED BY THE GENERAL LIABILITY COVERAGE IS PRIMARY AND NONCONTRIBUTORY OVER OTHER INSURANCE SUBJECT TO THE CONDITIONS OF THE PRIMARY AND NONCONTRIBUTORY CLAUSE- OTHER INSURANCE CONDITION. INSURANCE PROVIDED BY THE BUSINESS AUTO LIABILITY IS PRIMARY AND NONCONTRIBUTORY OVER OTHER INSURANCE SUBJECT TO THE CONDITIONS OF THE PRIMARY AND NONCONTRIBUTORY CLAUSE- OTHER INSURANCE CONDITION. GENERAL LIABILITY CONTAINS A WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) - AUTOMATIC ENDORSEMENT BUSINESS AUTO LIABILITY CONTAINS A WAIVER OF SUBROGATION IN FAVOR OF THE CERTIFICATE HOLDER SUBJECT TO THE CONDITIONS OF THE BLANKET WAIVER OF TRANSFER OF RIGHTS OF RECOVERY ENDORSEMENT. WORKERS COMPENSATION CONTAINS A WAIVER OF SUBROGATION IN FAVOR OF THE CERTIFICATE HOLDER WHERE PERMITTED BY STATE STATUTE SUBJECT TO THE CONDITIONS OF THE WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT. GENERAL LIABILITY COVERAGE CONTAINS CG 25 03 DESIGNATED CONSTRUCTION GENERAL AGGREGATE LIMIT ENDORSEMENT APPLICABLE TO EACH CONSTRUCTION PROJECT AS REQUIRED BY WRITTEN CONTRACT OR WRITTEN AGREEMENT. COMMERCIAL UMBRELLA FOLLOWS FORM ACCORDING TO THE TERMS, CONDITIONS, AND ENDORSEMENTS FOUND IN THE COMMERCIAL UMBRELLA POLICY. FOR REASONS OTHER THAN NON-PAYMENT OF PREMIUM, 20 DAYS NOTICE WILL BE PROVIDED TO THE CERTIFICATE HOLDER IN THE EVENT THAT THE ISSUING COMPANY CANCELS THE POLICY BEFORE THE EXPIRATION DATE OF THE POLICY. THE CERTIFICATE HOLDER IS AN ADDITIONAL INSURED SUBJECT TO THE CONDITIONS OF THE ADDITIONAL INSURED ENDORSEMENT FOR CONTRACTORS POLLUTION LIABILITY. THE CONTRACTORS POLLUTION LIABILITY COVERAGE CONTAINS A WAIVER OF SUBROGATION IN FAVOR OF THE CERTIFICATE HOLDER SUBJECT TO THE CONDITIONS OF THE WAIVER OF SUBROGATION. INSURANCE PROVIDED BY THE CONTRACTORS POLLUTION LIABILITY IS PRIMARY AND NONCONTRIBUTORY OVER OTHER INSURANCE. ACORD 101 (2008/01) O 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD COMMERCIAL AUTO CA 04 49 11 16 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. A. The following is added to the Other Insurance B. Condition in the Business Auto Coverage Form and the Other Insurance - Primary And Excess Insurance Provisions in the Motor Carrier Coverage Form and supersedes any provision to the contrary: This Coverage Form's Covered Autos Liability Coverage is primary to and will not seek contribution from any other insurance available to an "insured" under your policy provided that: 1. Such "insured" is a Named Insured under such other insurance; and 2. You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to such "insured". The following is added to the Other Insurance Condition in the Auto Dealers Coverage Form and supersedes any provision to the contrary: This Coverage Form's Covered Autos Liability Coverage and General Liability Coverages are primary to and will not seek contribution from any other insurance available to an "insured" under your policy provided that: 1. Such "insured" is a Named Insured under such other insurance; and 2. You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to such "insured". © Insurance Services Office, Inc., 2016 Page 1 of 1 CA 04 49 11 16 Policy Number: 1821682 Transaction Effective Date: 12/23/2025 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED BY CONTRACT ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE PART With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. A. WHO IS AN INSURED for "bodily injury" and "property damage" liability is amended to include: Any person or organization other than a joint venture, for which you have agreed by written contract to procure bodily injury or property damage "auto" liability insurance arising out of operation of a covered "auto" with your permission. However, this additional insurance does not apply to: (1) The owner or anyone else from whom you hire or borrow a covered "auto". This exception does not apply if the covered "auto" is a "trailer" connected to a covered "auto" you own. (2) Your "employee" if the covered "auto" is owned by that "employee" or a member of his or her household. (3) Someone using a covered "auto" while he or she is working in a business of selling, servicing, repairing, parking or storing "autos" unless that business is yours. (4) Anyone other than your "employees", partners (if you are a partnership), members (if you are a limited liability company), or a lessee or borrower or any of their "employees", while moving property to or from a covered "auto". (5) A partner (if you are a partnership), or a member (if you are a limited liability company) for a covered "auto" owned by him or her or a member of his or her household. B. The coverage extended to any additional insured by this endorsement is limited to, and subject to all terms, conditions, and exclusions of the Coverage Part to which this endorsement is attached. In addition, coverage shall not exceed the terms and conditions that are required by the terms of the written agreement to add any insured, or to procure insurance. C. The limits of insurance applicable to such insurance shall be the lesser of the limits required by the agreement between the parties, or the limits provided by this policy. D. Additional exclusions. The insurance afforded to any person or organization as an insured under this endorsement does not apply: 1. To "loss" which occurs prior to the date of your contract with such person or organization; 2. To "loss" arising out of the sole negligence of any person or organization that would not be an insured except for this endorsement. 3. To "loss" for any leased or rented "auto" when the lessor or his or her agent takes possession of the leased or rented "auto" or the policy period ends, whichever occurs first. Includes copyrighted material of Insurance Services Office, Inc. with its permission. CA-F-127 (03-03) Policy Number: 1821682 Transaction Effective Date: 12/23/2025 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET WAIVER OF TRANSFER OF RIGHTS OF RECOVERY This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE PART With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. In the event of any payment for a loss under this Business Auto Coverage Part arising out of your ongoing operations, we agree to waive our rights under the TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US condition against any person or organization, its subsidiaries, directors, agents or employees, for which you have agreed by written contract, prior to the occurrence of any loss, to waive such rights, except when the payment results from the sole negligence of that person or organization, its subsidiaries, directors, agents or employees. Includes copyrighted material of Insurance Services Office, Inc. with its permission. CA-F-128 (03-03) Policy Number: 1821682 Transaction Effective Date: 12/23/2025 COMMERCIAL GENERAL LIABILITY CG 20 01 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to the Other Insurance Condition and supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: (1) The additional insured is a Named Insured under such other insurance; and (2) You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. © Insurance Services Office, Inc., 2018 Page 1 of 1 CG 20 01 12 19 Policy Number: 1821682 Transaction Effective Date: 12/23/2025 POLICY NUMBER: 1821682 COMMERCIAL GENERAL LIABILITY CG 20 10 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Location(s) Of Covered Operations City of Dubuque See IL-F-40-00055 50 W 13th St Dubuque, IA 52001-4845 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II - Who Is An Insured is amended to B. include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. © Insurance Services Office, Inc., 2018 Page 1 of 2 CG 20 10 12 19 Policy Number: 1821682 Transaction Effective Date: 08/10/2026 C. With respect to the insurance afforded to these additional insureds, the following is added to Section III - Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or Insured: Top Grade Excavating, Inc. PO Box 356 Farley, IA 52046-0356 2. Available under the applicable limits of insurance; whichever is less. This endorsement shall not increase the applicable limits of insurance. Page 2 of 2 © Insurance Services Office, Inc., 2018 CG 20 10 12 19 Policy Number: 1821682 Transaction Effective Date: 08/10/2026 IL-F-40-00055 Extension Endorsement Any coverage provided by this endorsement applies only to excavation for Project Number: 6052000015-100-67990 EPA Multipurpose Grant, Dodds & Sinclair Terminal Contaminated Soil Removal- 100 South Terminal Street, Dubuque IA. Subject to the terms and conditions of the policy, Additional Insureds also includes 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. IL-F-40-00055 (06-10) Policy Number: 1821682 Transaction Effective Date: 08/10/2026 POLICY NUMBER: 1821682 COMMERCIAL GENERAL LIABILITY CG 20 37 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location And Description Of Completed Operations City of Dubuque See IL-F-40-00056 50 W 13th St Dubuque, IA 52001-4845 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II - Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property damage" caused, in whole or in part, by "your work" at the location designated and described in the Schedule of this endorsement performed for that additional insured and included in the "products -completed operations hazard". However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Section III - Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable limits of insurance; whichever is less. This endorsement shall not increase the applicable limits of insurance. Insured: Top Grade Excavating, Inc. PO Box 356 Farley, IA 52046-0356 © Insurance Services Office, Inc., 2018 Page 1 of 1 CG 20 37 12 19 Policy Number: 1821682 Transaction Effective Date: 08/10/2026 IL-F-40-00056 Extension Endorsement Any coverage provided by this endorsement applies only to excavation for Project Number: 6052000015-100-67990 EPA Multipurpose Grant, Dodds & Sinclair Terminal Contaminated Soil Removal- 100 South Terminal Street, Dubuque IA. Subject to the terms and conditions of the policy, Additional Insureds also includes 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. IL-F-40-00056 (06-10) Policy Number: 1821682 Transaction Effective Date: 08/10/2026 COMMERCIAL GENERAL LIABILITY CG24531219 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) - AUTOMATIC This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART ELECTRONIC DATA LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART DESIGNATED SITES POLLUTION LIABILITY LIMITED COVERAGE PART DESIGNATED SITES PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD PROTECTIVE LIABILITY COVERAGE PART UNDERGROUND STORAGE TANK POLICY DESIGNATED TANKS The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV - Conditions: We waive any right of recovery against any person or organization, because of any payment we make under this Coverage Part, to whom the insured has waived its right of recovery in a written contract or agreement. Such waiver by us applies only to the extent that the insured has waived its right of recovery against such person or organization prior to loss. © Insurance Services Office, Inc., 2018 Page 1 of 1 CG 24 53 12 19 Policy Number: 1821682 Transaction Effective Date: 12/23/2025 POLICY NUMBER: 1821682 COMMERCIAL GENERAL LIABILITY CG 25 03 05 09 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED CONSTRUCTION PROJECT(S) GENERAL AGGREGATE LIMIT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Designated Construction Project(s): Each construction project as required by written contract or written agreement. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. For all sums which the insured becomes legally 3. Any payments made under Coverage A for obligated to pay as damages caused by damages or under Coverage C for medical "occurrences" under Section I - Coverage A, and expenses shall reduce the Designated for all medical expenses caused by accidents Construction Project General Aggregate Limit under Section I - Coverage C, which can be for that designated construction project. Such attributed only to ongoing operations at a single payments shall not reduce the General designated construction project shown in the Aggregate Limit shown in the Declarations nor Schedule above: shall they reduce any other Designated 1. A separate Designated Construction Project Construction Project General Aggregate Limit General Aggregate Limit applies to each for any other designated construction project designated construction project, and that limit shown in the Schedule above. is equal to the amount of the General 4. The limits shown in the Declarations for Each Aggregate Limit shown in the Declarations. Occurrence, Damage To Premises Rented To 2. The Designated Construction Project General You and Medical Expense continue to apply. Aggregate Limit is the most we will pay for the However, instead of being subject to the sum of all damages under Coverage A, except General Aggregate Limit shown in the damages because of "bodily injury" or Declarations, such limits will be subject to the "property damage" included in the "products- applicable Designated Construction Project completed operations hazard", and for medical General Aggregate Limit. expenses under Coverage C regardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". CG 25 03 05 09 © Insurance Services Office, Inc., 2008 Page 1 of 2 B. For all sums which the insured becomes legally C. obligated to pay as damages caused by "occurrences" under Section I - Coverage A, and for all medical expenses caused by accidents under Section I - Coverage C, which cannot be attributed only to ongoing operations at a single designated construction project shown in the Schedule above: 1. Any payments made under Coverage A for damages or under Coverage C for medical D. expenses shall reduce the amount available under the General Aggregate Limit or the Products -completed Operations Aggregate Limit, whichever is applicable; and 2. Such payments shall Designated Construction Aggregate Limit. not reduce any Project General When coverage for liability arising out of the "products -completed operations hazard" is provided, any payments for damages because of "bodily injury" or "property damage" included in the "products -completed operations hazard" will reduce the Products -completed Operations Aggregate Limit, and not reduce the General Aggregate Limit nor the Designated Construction Project General Aggregate Limit. If the applicable designated construction project has been abandoned, delayed, or abandoned and then restarted, or if the authorized contracting parties deviate from plans, blueprints, designs, specifications or timetables, the project will still be deemed to be the same construction project. E. The provisions of Section III - Limits Of Insurance not otherwise modified by this endorsement shall continue to apply as stipulated. Page 2 of 2 © Insurance Services Office, Inc., 2008 CG 25 03 05 09 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement, effective on 12/23/2025 at 12:01 A.M. standard time, forms a part of Policy No. 1948454 Issued to Top Grade Excavating, Inc. Issued by Federated Service Insurance Company Endorsement No. 1 Authorized Representative We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule This waiver applies to any person or organization for which the Named Insured has agreed by written contract, prior to loss, to furnish this waiver. If work is performed in Missouri, this waiver does not apply to any construction group of classifications as designated by the Waiver of Our Right to Recover from Others rule in our manual. This waiver does not apply to the states of Kentucky, New Hampshire, or New Jersey. Copyright 1983 National Council on Compensation Insurance. WC 00 03 13 (04-84) Issue Date: 12/09/2025 ADDITIONAL INSURED - BLANKET This endorsement, effective 12:01 a.m., 12/23/2025 forms a part of Policy No. CPLI01672001 issued by Certain Underwriters at Lloyd's, London. THIS ENDORSEMENT CHANGES THE POLICY— PLEASE READ IT CAREFULLY In consideration of the premium charged, the insured and the Company agree to the following Policy change(s): It is hereby understood and agreed that Section III. WHO IS AN INSURED of the above referenced Policy is amended to include the following person(s) or entity(ies): Any person(s) or entity(ies) for whom you are performing operations when you and such person(s) or entity(ies) have agreed in writing in a contract or agreement that such person(s) or entity(ies) be added as an additional insured on your policy; and any other person(s) or entity(ies) you are required to add as an additional insured under such contract or agreement. Such written contract or written agreement must have been executed and in effect prior to a LOSS to which this insurance applies. But solely as respects their liability arising out of YOUR WORK performed during the policy period to which this insurance applies. The coverage provided to the additional insured(s) listed above does not apply to a CLAIM, damages, or liability arising out of the sole negligence or acts, errors, or omissions of the entity(ies) listed above. ALL OTHER TERMS AND CONDITIONS OF THE POLICY SHALLAPPLY AND REMAIN UNCHANGED CPL AIBLKT 07 24 Page 1 of 1 PRIMARY AND NON-CONTRIBUTORY INSURANCE This endorsement, effective 12:01 a.m., 12/23/2025 forms a part of Policy No. CPLI01672001 issued by Certain Underwriters at Lloyd's, London THIS ENDORSEMENT CHANGES THE POLICY — PLEASE READ IT CAREFULLY In consideration of the premium charged, the insured and the Company agree to the following Policy change(s): Section VI. CONDITIONS of the above policy is amended by the following addition to Paragraph N. OTHER INSURANCE: This policy shall be considered primary and non-contributing to any valid and collectible insurance available to third parties in respect to work performed for them by you under any written contractual agreement which requires that you provide primary insurance ALL OTHER TERMS AND CONDITIONS OF THE POLICY SHALL APPLY AND REMAIN UNCHANGED CPL PNC 06 22 Page 1 of 1 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement, effective 12:01 a.m., 12/23/2025 forms a part of Policy No. CPLI01672001 issued by Certain Underwriters at Lloyd's, London THIS ENDORSEMENT CHANGES THE POLICY— PLEASE READ IT CAREFULLY In consideration of the premium charged, the insured and the Company agree to the following Policy change(s): Schedule Name of Person(s) or Organization(s): Blanket as required by written contract and/or agreement Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Section VI. CONDITIONS of the above policy is amended by the following addition to Paragraph R. TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US: We waive any right of recovery against the person(s) or organization(s) shown in the above Schedule because of payments we make for injury or damage arising out of your ongoing operations or YOUR WORK done under a written contract with that person or organization and included in the PRODUCTS -COMPETED OPERATIONS HAZARD. This waiver applies only to the person(s) or organization(s) shown in the above Schedule. ALL OTHER TERMS AND CONDITIONS OF THE POLICY SHALL APPLY AND REMAIN UNCHANGED CPL WOS22 10 23 Page 1 of 1 CITY OF DUBUQUE, IOWA AND HILLS AND DALES FY 2027 SPECIAL SERVICES GRANT PROGRAM AGREEMENT THIS AGREEMENT, executed on the 111 day of July 2026 is entered into by and between the City of Dubuque, Iowa, a municipal corporation organized and existing under the laws of the State of Iowa (Recipient) and Hills and Dales, with its principal place of business in Dubuque, Iowa (Subrecipient). WHEREAS, the City Council deems it in the best interests of the City to provide special services funding to support organizations in the city of Dubuque; and WHEREAS, Recipient wishes to engage Subrecipient to assist Recipient in providing services to a presumed low -and moderate- income population. NOW THEREFORE, in consideration of the premises and respective covenants, agreements and representations hereinafter set forth, the parties agree as follows: SCOPE OF SERVICES: a. Subrecipient shall: i. Provide the services to eligible residents of the City of Dubuque in a manner satisfactory to Recipient and consistent with any standards required as a condition of providing these funds. Such program shall include the following activities similar to those eligible under the Community Development Block Grant Program: Operating costs for the Hills and Dales Lifetime program to provide educational, recreational and social programs to elderly persons. 1. In the event of a conflict between Subrecipient's proposals and the provisions hereto attached, that provision which in the judgment of Recipient provides the greatest benefit to Recipient shall prevail. Failure of Subrecipient to provide any of the services proposed shall be deemed a material breach of this Agreement. ii. Comply with City Council goals and priorities are attached. City Responsibilities City designates the City Manager, or the City Manager's designee, to act as its representative with respect to the work to be performed under this Agreement, and such person shall have authority to transmit instructions, receive information, interpret and define City's policies and provide decisions in a timely manner pertinent to the work covered by this Agreement until Agency has been advised in writing by City that such authority has been revoked. IV. Project Budget The total compensation to be paid to Subrecipient by Recipient for the services shall in no event exceed the sum of $25,000 for the program as described in the City of Dubuque's FY27 fiscal year budget. Recipient may require a more detailed budget breakdown, and Subrecipient shall provide such supplementary budget information in a timely fashion in the form and content prescribed by Recipient. The Recipient and Subrecipient must approve any amendments to this Agreement in writing. V. Dates of Commencement and Completion The services to be provided under this Agreement shall be commenced on July 1, 2026 and shall be completed not later than June 30, 2027. VI. Agreement Documents and Provisions Subrecipient shall perform or arrange for the provision of services under this Agreement in the manner and time provided herein. VII. Payment a. It is expressly agreed and understood that the total amount to be paid by Recipient to Subrecipient under this Agreement shall not exceed the amount stated in Section III of this Agreement. Such amount shall constitute complete compensation for all services to be rendered, including expenses for the operation of the physical structure and the cost in providing staff to deliver homeless services. Such amount shall be paid upon written request on the Request for Payment form, with proof satisfactory to the recipient of expenses. Drawdowns for payment of eligible expenses are reimbursement only. b. Payment shall be supported by documentation provided by Subrecipient of costs incurred for services provided pursuant to this Agreement. c. Payments are be contingent upon certification of Subrecipient's financial management system in accordance with the standards specified in 2 CFR 200, the provisions of which are available in the office of Recipient. VIII. Insurance. At the time of execution of this Agreement by Subrecipient, Subrecipient shall provide to Recipient copies of Subrecipient's insurance certificates showing general liability, automobile liability, and workers compensation insurance coverage to the satisfaction of Recipient (attached Insurance Schedule A) for the term of this Agreement. X. E/I Reporting. Organization agrees to submit the final report and remit any unspent grant funds by August 31, 2027. Final reports must include documentation of project expenditures, required match, and activities completed. Details pertaining to match requirements are outlined in the program guidelines. Failure to submit a final report may impact eligibility for receiving future City arts funding. Audit & Evaluation. Because the funds provided to Organization by City are public funds, Organization must maintain books, financial records, and accounting in accordance with generally accepted accounting standards and necessary documentation to support all expenditures. Organization will retain all financial records, reporting documents, and other records for three (3) calendar years after the end of the term of this Agreement. Organization's funding request application and applicant assurances are incorporated by reference into this Agreement. Termination of Agreement This Agreement may be terminated by either party by giving the other party a written, ninety (90) day notice of such termination or upon such other terms as may be mutually agreeable. If, through any cause, Agency shall fail to fulfill in a timely and proper manner its obligations under this Agreement or if Agency shall violate any of the covenants, agreements, or stipulations of this Agreement, City shall have the right to terminate this Agreement by giving written notice to Agency of such termination not less than five (5) days before the effective date of such termination. Notices Communication and details concerning this Agreement shall be directed to the following agreement representatives: Recipient Dan Kroger Recreation Division Manager Parks & Recreation Department 2200 Bunker Hill Rd. Dubuque, Iowa 52001 Subrecipient Jack Mescher Hills and Dales 1011 Davis Dubuque, IA 52001 Assignability Agency shall not assign this Agreement or any interest in this Agreement without prior written approval of City. XIII. Civil Rights During the performance of this Agreement, the grantee, for itself, its officers and employees, agrees to comply with the following non-discrimination statutes and authorities, as applicable, including but not limited to: a) Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); and 49 CFR Part 21; b) The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfairtreatment of persons displaced orwhose property has been acquired because of Federal or Federal -aid programs and projects); c) Federal -Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), (prohibits discrimination on the basis of sex); d) Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR Part 27; e) The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq), (prohibits discrimination on the basis of age); f) Airport and Airway Improvement Act of 1982, (49 U.S.C. § 471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex); g) The Civil Rights Restoration Act of 1987, (PL 100-209); (broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964 to include that entities that receive federal funding must comply with civil rights legislation, including the Civil Rights Act of 1964, the Age Discrimination Act of 1975, and Section 504 of the Rehabilitation Act of 1973, in all operations, not just in the program or activity receiving federal funding); h) Titles II and III of the Americans with Disabilities Act, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131 - 12189) as implemented by Department of Transportation regulations at 49 C.F.R. Parts 37 and 38; i) The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex); j) Section 1557of the Affordable Care Act (prohibits discrimination on the basis of national origin); k) Title IX of the Education Amendments of 1972, as amended (20 U.S.C. § 1681 et seq.) (prohibits discrimination because of sex in education programs or activities); 1) Drug Abuse Office and Treatment Act of 1972, as amended (21 U.S.C. § 1101 et seq.); and m) Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970, as amended (42 U.S.C. § 4541, et seq.); n) All applicable standards, orders, or regulations issued pursuant to the Clean Air Act of 1970 (42 USC 1958(H) et. seq.); o) The Federal Water Pollution Act (33 USC 1368 et. seq.) as amended; p) Environmental Protection Agency regulations (40 CFR, Part 15); q) Contract Work Hours and Safety Standards Act (40 USC 327-330); and r) Department of Labor Regulations (29 CFR, Part 5). IN WITNESS WHEREOF, the parties have executed this contract with the referenced attachments Exhibit A, B and C as of the date first written above. Witness: aw4t�lrzp_ r,. 11-0 Adrienne Breitfelder, City Clerk City of Dubuque, Iowa Michael C. Van Milligen Hills and Dales Agreement Between the City And Dubuque and Dubuque Forward, LLC for Design And Installation of Lighting On Historic Town Clock This Agreement ("Agreement") is made as of [June 1, 2026] ("Effective Date"), by and between the City of Dubuque, a municipal corporation under the laws of the State of Iowa ("City"), and Dubuque Forward, LLC an Iowa limited liability company ("Dubuque Forward"). City and Dubuque Forward may be referred to individually as a "Party" and collectively as the "Parties." Whereas, City is the owner of the historic Town Clock located in the 600 block of Main Street together with the supporting structure, appurtenances, and immediately adjacent right-of-way (collectively, the "Town Clock"); and Whereas, Dubuque Forward desires to design, fund, and cause the installation of an exterior lighting system to illuminate the Town Clock (as more fully defined below, the "Lighting System"), at no cost to City with respect to design, procurement, and installation, in order to enhance the visibility and appreciation of this historic asset; and Whereas, City is willing to grant Dubuque Forward the right to design, procure, and install the Lighting System on and around the Town Clock, subject to City's review and approval of all design, placement, mounting, attachments, structural and aesthetic impacts, along with shop drawings, subject to compliance with all applicable federal, state, and local laws, including city ordinances and historic preservation requirements; and Whereas, the Parties desire to allocate responsibilities with respect to permitting, design review, construction, risk allocation, insurance, warranties, training, documentation, and donor recognition in connection with the Lighting System. Now, therefore, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which the Parties hereby acknowledge, the Parties agree as follows: 1. Definitions. For purposes of this Agreement, the following terms shall have the meanings set forth below: Page 1 of 34 a. Additional Insured. "Additional Insured" means City, its elected and appointed officials, officers, employees, representatives, volunteers, and agents, as their interests may appear, endorsed as additional insureds on the insurance policies required under this Agreement. b. Applicable Law. "Applicable Law" means all applicable federal, state, and local constitutions, statutes, ordinances, codes, regulations, rules, administrative orders, court orders, and lawful directives of any governmental authority having jurisdiction, including without limitation building, electrical, life -safety, and historic preservation requirements. c. City Representative. "City Representative" means the City employee or official designated by City in writing from time to time to administer this Agreement and to act as City's primary point of contact for the Project. d. Contractors. "Contractors" means all contractors, subcontractors, consultants, suppliers, design professionals, and other entities or people engaged by or through Dubuque Forward (directly or indirectly) in connection with the design, permitting, fabrication, installation, testing, commissioning, training, or other work relating to the Project. e. Historic Preservation Authorities. "Historic Preservation Authorities" means any governmental bodies, boards, commissions, or other authorities having jurisdiction over the Town Clock or its surrounding area for purposes of historic landmark or historic district regulations, guidelines, or approvals. f. Lighting System. "Lighting System" means the complete installed system of fixtures, luminaires, lamps, drivers, controls, conduits, cabling, connections, anchors, brackets, hardware, power supplies, sensors, software (if any), and all related appurtenances and components designed to illuminate the Town Clock, together with any programming or control settings installed as part of the Project. g. Project. "Project" means the design, permitting, fabrication, installation, testing, commissioning, and turnover to City of the Lighting System and associated work on or around the Town Clock and within the public right-of- way, including training, delivery of manuals and parts lists, and provision of Replacement Parts, as more fully described in this Agreement and any attachments or exhibits hereto. h. Replacement Parts. "Replacement Parts" means a complete initial set of spare components and consumables for the Lighting System, in kind and quality consistent with the installed equipment, sufficient to permit City to perform ordinary repairs, maintenance, and replacements reasonably anticipated during the Warranty Period, as further specified in Section 8 of this Agreement. Page 2 of 34 Right -of -Way Permit. "Right -of -Way Permit" means any and all permits, licenses, approvals, encroachment permits, traffic control permits, or right- of-way occupation permits required by City or other governmental authorities to allow the performance of the Project in or above the public right-of-way. Warranty Period. "Warranty Period" means the period of two (2) years commencing on the date of City's written Acceptance of the Project, as defined in Section 6.2. k. Work. "Work" means any and all activities associated with the Project, including design, engineering, permitting, fabrication, shop drawing preparation, submittals, procurement, delivery, installation, testing, commissioning, corrections, warranty work, training, and documentation. 2. Scope Of Project And Grant Of License. a. Scope of Project. Dubuque Forward shall, at its sole cost and expense (except as expressly provided otherwise in this Agreement): 1. Design the Lighting System in coordination with City's applicable departments and Historic Preservation Authorities; 2. Prepare and submit for City review and approval all design documents, plans, specifications, placement drawings, attachment details, structural impact analyses, and shop drawings as required by this Agreement; 3. Obtain all required Right -of -Way Permits and any other permits or approvals required for the Project under Applicable Law, except those that by law must be applied for solely by City; 4. Engage suitably qualified Contractors to fabricate, install, and commission the Lighting System; 5. Oversee and coordinate the Work of Contractors to ensure completion of the Project in accordance with the approved plans and Applicable Law; 6. Provide training to City personnel on operation and maintenance of the Lighting System; 7. Deliver all operations and maintenance manuals, as -built drawings, parts lists, warranty documents, and other documentation required by this Agreement; and Page 3 of 34 8. Provide the Replacement Parts to City as set forth in Section 9. b. Grant Of License To Use City Property. Subject to the terms and conditions of this Agreement and to Dubuque Forward's full compliance with Applicable Law and all approvals required hereunder, City hereby grants to Dubuque Forward and it's contractor(s) a nonexclusive, revocable, limited license to enter upon and use the Town Clock, its supporting structure, and the immediately adjacent public right-of-way solely for the purpose of performing the Work and installing the Lighting System, and for performing any warranty work during the Warranty Period. This license does not convey any property interest, easement, or leasehold interest, and shall automatically terminate upon the earliest of (a) completion of the Warranty Period, (b) termination of this Agreement, or (c) City's revocation of the license in accordance with Section 14. c. No Compensation From City. Except as may be expressly provided in a separate written agreement executed by both Parties, City shall have no obligation to reimburse or compensate Dubuque Forward or any Contractor for costs or expenses incurred in connection with the Project or this Agreement. Dubuque Forward shall be solely responsible for securing all funding required to complete the Project. 3. Design, Submittals, And Approvals a. Design Responsibilities. Dubuque Forward shall be solely responsible for the design of the Lighting System, either through its own personnel or through qualified design professionals engaged as Contractors. All design and engineering related to the Project (including structural, electrical, and any other engineering disciplines) shall be performed by people duly licensed and authorized to practice their respective professions under the laws of the State of Iowa, where such licensing is required. b. Design Objectives And Constraints. The Lighting System shall be designed to: Respect and preserve the historic character, materials, and architectural features of the Town Clock; 2. Comply with all Applicable Law, including but not limited to building, electrical, energy, safety, accessibility, and historic preservation requirements; 3. Avoid adverse physical impacts on the structural integrity or weatherproofing of the Town Clock; Page 4 of 34 4. Minimize light trespass and glare and comply with any applicable dark -sky or lighting ordinances; 5. Permit reasonable access for future maintenance and repairs by City; and 6. Incorporate equipment and components that are readily maintainable and replaceable. c. Submittals For City Approval. Prior to commencement of any on -site Work, Dubuque Forward shall prepare and submit to City, in the format and number of copies reasonably required by City, at a minimum, the following for review and written approval: 1. Conceptual design drawings illustrating the overall Lighting System concept, general fixture types, and lighting effects on the Town Clock; 2. Detailed placement plans showing the exact locations of all fixtures, conduits, junction boxes, mounting brackets, and related equipment relative to the Town Clock and surrounding improvements; 3. Attachment details showing all penetrations, anchors, fasteners, supports, and methods of attachment to the Town Clock or adjacent structures, including materials and corrosion protection; 4. Structural impact analyses, as required by City, demonstrating that the proposed attachments and loads will not adversely affect the structural integrity of the Town Clock or any supporting structures; 5. Electrical one -line diagrams and load calculations, including proposed power sources, circuits, grounding, and protection devices; 6. Shop drawings prepared by manufacturers or fabricators for lighting fixtures, brackets, control panels, and other custom or critical components; 7. Product data sheets and technical specifications for all lighting fixtures, drivers, controls, and major components, including expected service life and maintenance requirements; 8. A proposed construction schedule, including anticipated mobilization, installation, testing, and commissioning dates, and proposed times of day for noisy or disruptive work; 9. A site logistics and safety plan identifying staging areas, equipment access, traffic control, pedestrian protection, and other safety measures; and Page 5 of 34 10. Any additional information reasonably requested by City in order to evaluate the proposed design and Work. d. Historic Preservation Review. To the extent required by Applicable Law or City policy, Dubuque Forward shall cooperate with City and Historic Preservation Authorities in obtaining all necessary historic preservation approvals for the Lighting System and any donor recognition plaque. Dubuque Forward shall, at City's direction: 1. Prepare and submit drawings, renderings, specifications, photographs, and other materials required for historic review; 2. Attend meetings or hearings of Historic Preservation Authorities, as reasonably requested; 3. Modify the design to address comments or conditions imposed by Historic Preservation Authorities, provided that any material changes shall remain subject to City's written approval; and 4. Refrain from commencing any on -site Work until all required historic approvals have been obtained in writing and provided to City. e. City Review And Approval. City shall review the submittals reasonably promptly, considering the nature and scope of the Project and City's internal review procedures. City may: 1. Approve the submittals as submitted; 2. Approve the submittals subject to stated conditions or required revisions; 3. Reject the submittals and request resubmission; or 4. Request additional information reasonably necessary to complete its review. No Work (other than non-invasive surveying, measurement, or investigation approved in writing by City) shall be performed on or around the Town Clock until Dubuque Forward has received City's written approval of all submittals reasonably necessary to govern the Work. f. Standard Of Review; No Deemed Approval. City shall have the right to disapprove submittals in City's sole and absolute discretion where, in City's judgment, the proposed design, attachments, or Work: 1. Do not comply with Applicable Law or applicable codes or standards; Page 6 of 34 2. May adversely impact the structural integrity, weather resistance, safety, or appearance of the Town Clock; or 3. Are inconsistent with applicable historic preservation guidelines or approvals. City shall have no obligation to approve any submittal merely because it meets minimum code requirements, and no review or lack of comment by City shall be deemed to constitute approval. There shall be no "deemed approval" by passage of time unless expressly stated in this Agreement. g. Effect Of Approval. City's review and approval of any submittal, plan, or design shall not: 1. Relieve Dubuque Forward or any Contractor of responsibility for errors, omissions, or deficiencies in design, engineering, construction, or compliance with Applicable Law; or 2. Constitute any representation or warranty by City regarding the adequacy, safety, performance, or suitability of the Lighting System. Dubuque Forward remains solely responsible for the design and performance of the Lighting System. 4. Permits, Right -Of -Way, And Compliance With Law a. Permits And Approvals. Dubuque Forward shall, at its sole cost and expense, obtain, maintain in full force and effect, and comply with all Right -of -Way Permits and all other permits, licenses, inspections, approvals, and authorizations required under Applicable Law in connection with the Project, except those permits which Applicable Law requires be obtained solely by City. City shall reasonably cooperate with Dubuque Forward, at no material cost to City, in obtaining any such permits or approvals that must be issued in City's name. b. Right -Of -Way Permit. Without limiting the generality of Section 4.1, Dubuque Forward shall obtain a Right -of -Way Permit from City (or other appropriate authority) authorizing all work within, on, over, or affecting the public right-of-way in connection with the Project, including but not limited to equipment staging, traffic lane closures, sidewalk closures, and overhead work. Dubuque Forward shall: 1. Comply, and cause its Contractors to comply, with all conditions of the Right -of -Way Permit; 2. Maintain a copy of the Right -of -Way Permit on -site and readily available for inspection at all times during Work in the right-of-way; and Page 7 of 34 3. Immediately notify City of any notice of violation, suspension, or revocation of any Right -of -Way Permit and take all steps necessary to cure any noncompliance. c. Compliance With Law. Dubuque Forward shall, and shall cause its Contractors to, perform all Work in strict compliance with Applicable Law, including but not limited to: 1. All building, electrical, and life -safety codes; 2. Occupational health and safety requirements, including those of the Occupational Safety and Health Administration and any analogous state agency; 3. Historic preservation, landmark, or design review requirements applicable to the Town Clock and the Project site; 4. Environmental and hazardous materials regulations; and 5. Traffic control and public safety requirements, including any applicable City standards for work in the public right-of-way. d. Coordination With City Operations. Dubuque Forward shall coordinate the timing and conduct of the Work with City to minimize disruption to public use of the Town Clock and the surrounding area. Without limiting the foregoing: 1. Dubuque Forward shall comply with any reasonable restrictions imposed by City regarding work hours, noise levels, and access routes; 2. Dubuque Forward shall maintain at all times safe pedestrian routes and, as applicable, traffic control devices in accordance with Applicable Law and permit conditions; and 3. Dubuque Forward shall promptly repair, restore, or cause to be repaired or restored, any damage to City property or right-of-way caused by the Work, to a condition equal to or better than that existing immediately prior to such damage, ordinary wear and tear excepted. 5. Contractors; Insurance Requirements; Certificates Of Insurance a. Selection Of Contractors. Dubuque Forward shall be solely responsible for the selection, engagement, supervision, and payment of all Contractors. All Contractors performing design or construction -related Work shall be properly licensed, bonded, and insured to the extent required by Applicable Law and this Agreement. City shall have no contractual relationship with any Contractor, and nothing in this Agreement shall be construed to create any such relationship. Page 8 of 34 b. Insurance Schedule Compliance. Dubuque Forward shall ensure that it and all Contractors maintain, at their sole cost and expense, insurance coverage in accordance with City of Dubuque Insurance Schedule F, attached as Exhibit A as it may be updated from time to time. Dubuque Forward shall: 1. Incorporate the requirements of the City Insurance Schedule into its contracts with all Contractors; and 2. Require that all Contractors maintain such coverage for the duration of their respective work on the Project and, where applicable, through the Warranty Period. c. Additional Insured And Other Provisions. To the extent required by the City Insurance Schedule: 1. City shall be named as an Additional Insured on all required policies of commercial general liability and, if applicable, umbrella or excess liability insurance carried by Dubuque Forward and its Contractors with respect to liability arising out of the Work or the Project; 2. Such Additional Insured status shall be provided on a form acceptable to City, providing coverage at least as broad as that afforded to the named insured, including coverage for ongoing and completed operations; 3. All policies shall be primary and noncontributory with respect to any insurance or self-insurance maintained by City, and any such City coverage shall be excess over the coverage required herein; and 4. Insurers shall waive any rights of subrogation they may have against City to the extent permitted by law. d. Certificates Of Insurance. 1. Prior to commencement of any on -site Work, Dubuque Forward shall provide to City certificates of insurance and, upon request, copies of policy endorsements evidencing that Dubuque Forward's own insurance. 2. Dubuque Forward shall also obtain and keep on file certificates of insurance, and upon City's request provide copies of those certificates and applicable endorsements, evidencing that each Contractor's insurance meets the requirements of this Agreement and the City Insurance Schedule. 3. City shall have the right, at any time and from time to time during the term of this Agreement and through the Warranty Period, to request updated certificates of insurance for Dubuque Forward and any Contractor, and Page 9 of 34 Dubuque Forward shall cause such certificates to be delivered to City within five (5) business days after written request. 4. Neither City's failure to request, review, or object to any certificate or policy nor City's receipt of any certificate or policy shall be deemed to be a waiver of any of the insurance requirements in this Agreement or the City Insurance Schedule, nor shall it relieve Dubuque Forward of its obligations to ensure compliance therewith. e. Failure To Maintain Insurance. If Dubuque Forward or any Contractor fails to maintain the insurance required by this Agreement or the City Insurance Schedule, City may, in its sole discretion: 1. Direct Dubuque Forward to cause such coverage to be obtained immediately and to provide evidence thereof to City; 2. Order cessation of some or all Work until evidence of proper coverage is provided; 3. In the case of a Contractor's failure, require Dubuque Forward to replace such Contractor or assume its obligations with respect to insurance; and 4. Treat such failure as a material default under this Agreement, subject to the notice and cure provisions of Section 14. Under no circumstances shall City be obligated to obtain insurance on behalf of Dubuque Forward or any Contractor. 6. Insurance Obligations Of Dubuque Forward a. Dubuque Forward Insurance. In addition to ensuring that its Contractors maintain insurance as required under Section 5, Dubuque Forward shall itself maintain, at its sole cost and expense, insurance coverages. Such insurance shall include, without limitation: 1. Commercial general liability insurance naming City as Additional Insured with respect to the Project; 2. Workers' compensation insurance and employer's liability insurance, if Dubuque Forward has employees working on the Project, in accordance with Applicable Law; 3. Automobile liability insurance for any owned, hired, or non -owned vehicles used in connection with the Project; and Page 10 of 34 4. Any other insurance required for entities performing comparable roles in connection with work on City property. b. Certificates And Endorsements. Dubuque Forward shall provide City with certificates of insurance and, upon request, copies of endorsements, evidencing that all required insurance is in force prior to commencement of any Work and shall provide updated certificates upon renewal or replacement of any policy. All policies shall provide that coverage shall not be canceled or materially reduced without at least thirty (30) days' prior written notice to City, to the extent commercially available. c. No Waiver. City's review, approval, or failure to object to any certificate, policy, or endorsement shall not be deemed to be a representation that such coverage is adequate or to waive any of the requirements of this Agreement. 7. Construction, Completion, Inspection, And Acceptance a. Performance Of The Work. Dubuque Forward shall cause the Work to be performed: 1. In a good, safe, skillful, and workmanlike manner; 2. In accordance with the approved design documents and submittals, subject to permitted field adjustments approved by City in writing; 3. In compliance with all conditions of permits and approvals and with Applicable Law; and 4. Using materials and equipment that are new and of good quality, unless otherwise expressly approved in writing by City. b. Substantial Completion And Final Acceptance. 1. When Dubuque Forward believes that the Lighting System has been installed and is ready for use in accordance with the approved design (except for minor punch list items that do not materially impair safe operation or appearance), Dubuque Forward shall provide written notice to City requesting inspection for Substantial Completion. 2. City shall, within a reasonable time after receiving such notice, inspect the Work. City may be accompanied by Dubuque Forward and relevant Contractors. 3. If City determines that the Work is substantially complete, City shall prepare a punch list of any incomplete or deficient items. Dubuque Forward shall Page 11 of 34 cause correction or completion of all punch list items within a reasonable time agreed by the Parties. 4. When City determines that all punch list items are satisfactorily completed and that the Lighting System operates in accordance with the approved design and Applicable Law, City shall submit the Lighting System for acceptance ("Acceptance") to the City Council. The date stated in such notice shall be the date of Acceptance, and the Warranty Period shall commence on that date. c. No Deemed Acceptance. City's use or operation of the Lighting System prior to issuance of written Acceptance shall not constitute Acceptance, nor shall payment of any amount by any donor, sponsor, or third party be deemed to constitute Acceptance. Acceptance shall occur only by a written notice issued by City. d. As -Built Documentation. As a condition precedent to Acceptance, Dubuque Forward shall deliver to City: 1. As -built drawings showing the final installed locations and configurations of all Lighting System components, including fixtures, conduits, wiring, junction boxes, enclosures, and controls; 2. Any updated schematics or diagrams reflecting deviations from previously approved design documents; 3. A final inventory of all installed equipment with model numbers and serial numbers, where available; and 4. Written certification from Dubuque Forward, or from its design professional or Contractor as appropriate, that the Work has been completed substantially in accordance with the approved design documents and in compliance with Applicable Law. 8. Warranties a. Dubuque Forward Warranty. Dubuque Forward hereby warrants that: 1. It has the full right, power, and authority to enter into this Agreement and to undertake the obligations specified herein; 2. All design, coordination, and oversight services it provides or causes to be provided under this Agreement shall be performed with the degree of professional skill, care, and diligence ordinarily exercised by qualified design professionals and project coordinators experienced in projects of similar type, scope, and complexity; and Page 12 of 34 3. It will cause all Work performed by Contractors to conform to the approved design documents and Applicable Law. b. Contractor Warranties. Dubuque Forward shall secure from its Contractors, for the benefit of City and enforceable by City, warranties providing at least the following: 1. That all materials and equipment furnished under the Project will be new (unless otherwise approved in writing by City), of good quality, free from defects in materials and workmanship, and suitable for their intended purpose; 2. That all construction, installation, and related Work will be performed in a good, safe, skillful, and workmanlike manner and in accordance with the approved design documents; and 3. That the Lighting System, as installed, will be free from defects in design (to the extent the applicable Contractor has design responsibility), materials, and workmanship during the Warranty Period. c. Warranty Period. Dubuque Forward shall ensure that it and its Contractors provide warranties of not less than two (2) years in duration covering the Work, the Lighting System, and all components thereof, commencing on the date of City's Acceptance. If any Contractor offers a longer warranty period on any component or aspect of the Work, that longer period shall apply to City as a third -party beneficiary. d. Scope Of Warranty Coverage. During the Warranty Period, Dubuque Forward shall, at its sole cost and expense cause to be promptly corrected, repaired, or replaced: 1. Any portion of the Work or Lighting System, including any component or attachment to the Town Clock, that proves to be defective in materials, workmanship, or (to the extent of Dubuque Forward's or its design professionals' responsibility) design; 2. Any damage to the Town Clock or other City property caused by such defective Work or by the failure or malfunction of the Lighting System; and 3. Any other condition caused by the Work that results in noncompliance with Applicable Law or presents a safety hazard. e. Exclusions. The warranties under this Section 8 shall not apply to defects, damage, or failures caused by: Page 13 of 34 1. Misuse, abuse, or neglect by City or third parties (other than Dubuque Forward or its Contractors); 2. Modifications or repairs performed by people other than Dubuque Forward or its Contractors, unless previously authorized in writing by Dubuque Forward and City; 3. Acts of God, vandalism, or other external events beyond the reasonable control of Dubuque Forward and its Contractors, except to the extent such loss is covered by insurance Dubuque Forward or its Contractors are required to carry; or 4. Normal wear and tear consistent with standard operation and maintenance as described in the manuals provided under Section 10. Any dispute regarding the applicability of these exclusions shall be resolved in accordance with the dispute resolution procedures of this Agreement. f. Warranty Procedures. During the Warranty Period: 1. City shall notify Dubuque Forward in writing within a reasonable time after discovery of any condition believed to be covered by warranty, describing in reasonable detail the nature of the issue. 2. Dubuque Forward shall acknowledge receipt of such notice within five (5) business days and, within a further reasonable period, dispatch appropriate personnel or Contractors to inspect, diagnose, and, if warranted, correct the condition. 3. Dubuque Forward shall ensure that all warranty work is performed in a manner that minimizes disruption to City's operations and public use of the Town Clock. 4. All corrected or replaced portions of the Work shall themselves be warranted for the remainder of the original Warranty Period or for one (1) year from the date of correction or replacement, whichever is longer. g. Non -Exclusive Remedies. The warranties and obligations set forth in this Section 8 are in addition to, and not in limitation of, any other rights or remedies available to City at law or in equity. Nothing in this Section shall limit City's rights to seek damages or other relief in the event of Dubuque Forward's breach, except to the extent expressly limited elsewhere in this Agreement and permitted by Applicable Law. 9. Replacement Parts Page 14 of 34 a. Provision Of Replacement Parts. At or prior to Acceptance, Dubuque Forward shall deliver to City, at no cost to City, the Replacement Parts for the Lighting System in such amount anticipated to last during the warranty period. Replacement Parts shall: 1. Consist of spare components and consumables recommended by the manufacturers and design professionals as reasonably necessary to support operation and maintenance of the Lighting System during the Warranty Period; 2. Include, at a minimum, a reasonable quantity of spare lamps or LED modules (as applicable), drivers, fuses, control modules, critical brackets or fasteners, and any unique or custom -fabricated hardware that would be difficult or time-consuming to procure; 3. Be new, unused, and in original packaging where practicable; and 4. Be fully compatible with the installed Lighting System and accompanied by manufacturer labels and documentation sufficient to allow City to order additional parts in the future. b. Documentation For Replacement Parts. Together with the Replacement Parts, Dubuque Forward shall provide City with: 1. A detailed inventory listing of all Replacement Parts, including part numbers, descriptions, quantities, and associated Lighting System components or locations; 2. Manufacturer contact information and, if applicable, distributor or supplier information for ordering replacements; 3. Any manufacturer warranties applicable to the Replacement Parts, with such warranties running to the benefit of City to the extent possible. c. Ownership. Upon delivery, the Replacement Parts shall become the sole property of City. City shall be responsible for the storage, security, and eventual use of such Replacement Parts, subject to warranty -related replacement obligations of Dubuque Forward under Section 8. 10. Training, Manuals, And Parts Lists a. Operations And Maintenance Manuals. On or before Acceptance, Dubuque Forward shall deliver to City any comprehensive operations and maintenance manuals for the Lighting System in Dubuque Forward's possession or accessible by Dubuque Forward, in both electronic and hard -copy forms if reasonably requested and available, which shall include, at a minimum: Page 15 of 34 1. A general description of system, including design intent and performance objectives; 2. Operating instructions for all controls, timers, dimmers, scenes, and any software -based programming, including step-by-step procedures for changing basic settings; 3. Routine maintenance procedures, including recommended inspection intervals, cleaning methods, and replacement procedures for consumable parts; 4. Troubleshooting guides for common faults, indicators, and alarms; 5. Safety precautions and warnings for operation and maintenance activities; 6. Manufacturer manuals and data sheets for all major system components; and 7. Contact information for manufacturers, suppliers, and, where applicable, technical support resources. b. As -Built Parts Lists. Dubuque Forward shall provide a consolidated, system -wide list of parts that includes: 1. Each distinct component or part used in the Lighting System (by manufacturer, model number, and description); 2. The quantity of each component installed; 3. Location references keyed to the as -built drawings; and 4. Any recommended or compatible substitute parts, if available. c. Training Of City Personnel. Dubuque Forward shall, at its sole cost and expense, provide training to City personnel regarding the operation and maintenance of the Lighting System. Such training shall: 1. Be provided prior to or promptly following Acceptance, at dates and times mutually agreed by the Parties; 2. Be conducted on -site at the Town Clock and/or at such other City location as the Parties may agree; Page 16 of 34 3. Be of sufficient duration and depth to enable reasonably skilled City personnel to operate the Lighting System, perform routine maintenance, replace common parts, and identify conditions requiring specialized service; 4. Include a combination of classroom -style instruction (if appropriate) and hands-on demonstrations at the actual equipment and controls; 5. Be documented in attendance logs or sign -in sheets, with copies provided to City; and 6. Include an opportunity for City personnel to ask questions and receive clear, practical answers. d. Follow -Up Support. For a period of at least ninety (90) days after completion of the training, Dubuque Forward shall make knowledgeable personnel reasonably available, by telephone or email, during normal business hours, to answer City questions regarding operation and routine maintenance of the Lighting System, at no cost to City. 11. Donor Recognition Plaque a. City Obligation To Provide Donor Recognition Plaque. Subject to compliance with Applicable Law and with applicable historic preservation regulations and approvals, City shall ensure that a donor recognition plaque or comparable donor acknowledgment (the "Plaque") is installed in the vicinity of the Town Clock in recognition of Dubuque Forward's role in funding and facilitating the Lighting System. b. Content And Design. The general content and design parameters for the Plaque shall be: 1. The Plaque shall acknowledge Dubuque Forward and, if so requested by Dubuque Forward and approved by City, may also acknowledge specific donors or sponsoring entities, subject to City's policies on donor recognition; 2. The Plaques text, size, material, finish, typography, and style shall be compatible with the historic character of the Town Clock and the surrounding area; 3. The exact text and design of the Plaque shall be subject to the prior written approval of City, which approval shall not be unreasonably withheld, conditioned, or delayed, taking into account historic preservation constraints. c. Location And Installation. Page 17 of 34 The Plaque shall be located in the general vicinity of the Town Clock in a manner visible to the public yet consistent with preservation guidelines and site constraints; 2. The precise placement shall be determined by City, after consultation with Dubuque Forward and, if required, with Historic Preservation Authorities; 3. If installation of the Plaque in the immediate vicinity of the Town Clock is prohibited or materially restricted by Historic Preservation Authorities, City and Dubuque Forward shall cooperate in good faith to identify an alternate location for donor recognition that is reasonably satisfactory to both Parties and consistent with Applicable Law. d. Approvals And Fabrication. City shall be responsible for: Obtaining any approvals required from Historic Preservation Authorities or other governmental bodies specifically related to the Plaque; 2. Coordinating the design, fabrication, and installation of the Plaque, either using City resources or third -party vendors, after consultation with Dubuque Forward; and 3. Determining, in its discretion, whether City or Dubuque Forward will pay the direct costs of Plaque fabrication and installation, provided that any such costs borne by Dubuque Forward shall be voluntary and subject to Dubuque Forward's written agreement. e. Duration Of Recognition. Unless otherwise required by Applicable Law, City policy, or Historic Preservation Authorities, it is City's intent that the donor recognition afforded by the Plaque remain in place for the reasonably useful life of the Lighting System or such other period as City may establish in accordance with its then -applicable donor recognition and historic preservation policies. 12. Ownership; Operation; Maintenance a. Ownership Of Town Clock And Lighting System. City is and shall remain the sole owner of the Town Clock. Upon Acceptance, the installed Lighting System, including all fixtures, conduits, brackets, controls, and associated hardware affixed to City property, shall become the property of City. Dubuque Forward shall have no ownership interest in the Town Clock or the Lighting System after Acceptance. b. Operation And Maintenance After Acceptance. Except as otherwise expressly provided in this Agreement with respect to warranty obligations: City shall be responsible for the routine operation, monitoring, and maintenance of the Lighting System after Acceptance; Page 18 of 34 2. City shall bear ongoing utility costs and any costs of repairs or replacements not covered by Dubuque Forwards warranties or applicable insurance; and 3. Dubuque Forward shall have no obligation to operate the Lighting System or to fund ongoing repairs or replacements beyond its express warranty and indemnity obligations under this Agreement. c. No Ongoing Operating Rights. Following Acceptance (and except as necessary to perform warranty work or as otherwise approved in writing by City), Dubuque Forward shall have no right to access City property to operate or modify the Lighting System without City's prior written consent. 13. Indemnification; Hold Harmless a. Dubuque Forward Indemnification. To the fullest extent permitted by Applicable Law, Dubuque Forward shall indemnify, defend (with counsel reasonably acceptable to City), and hold harmless City and City's elected and appointed officials, officers, employees, representatives, volunteers, and agents (collectively, the "City Indemnitees") from and against any and all claims, demands, actions, suits, causes of action, damages, losses, liabilities, judgments, fines, penalties, costs, and expenses (including reasonable attorneys' fees and court costs) (collectively, "Claims") arising out of or related to: 1. The Work or the Project, including the acts or omissions of Dubuque Forward or any Contractor in connection therewith; 2. Bodily injury (including death) or property damage occurring in connection with the performance of the Work; 3. Any failure of Dubuque Forward or its Contractors to comply with this Agreement, any permit condition, or Applicable Law; or 4. Any lien or encumbrance asserted by any Contractor or supplier of Dubuque Forward in connection with the Project. This obligation shall apply regardless of whether the Claim is asserted by a Contractor, its employee, a third party, or any other person or entity. b. Limitations Consistent With Applicable Law. The indemnification obligations in Section 13(a) are not intended to, and shall not, require Dubuque Forward to indemnify or hold harmless any City Indemnitee to the limited extent that a Claim is finally determined by a court of competent jurisdiction to have been caused by the sole negligence or willful misconduct of such City Indemnitee, if and to the extent such indemnification is prohibited by Applicable Law. However, to the maximum extent allowed by Applicable Law, Dubuque Forward's indemnity Page 19 of 34 obligations shall apply to Claims that are caused in whole or in part by the concurrent negligence or fault of Dubuque Forward or its Contractors and any City Indemnitee. c. Defense And Cooperation. With respect to any Claim that is subject to Dubuque Forward's duty to indemnify: 1. City shall promptly notify Dubuque Forward in writing of such Claim, provided that failure to give prompt notice shall not relieve Dubuque Forward of its obligations except to the extent Dubuque Forward is materially prejudiced thereby; 2. Dubuque Forward shall assume and diligently conduct the defense of such Claim at its sole cost and expense, subject to City's right to approve counsel selected by Dubuque Forward, which approval shall not be unreasonably withheld, conditioned, or delayed; and 3. City shall cooperate reasonably with Dubuque Forward, at Dubuque Forward's expense (except for the value of City staff time), in the defense of such Claim and may, at its own expense, participate in such defense with counsel of its choosing. d. Settlement. Dubuque Forward shall not settle any Claim in a manner that (a) imposes any liability, obligation, or restriction on City (other than the payment of sums fully indemnified and funded by Dubuque Forward), (b) admits fault or wrongdoing on the part of City, or (c) grants any non -monetary relief affecting City property or operations, without City's prior written consent, which may be given or withheld in City's sole discretion. e. Survival. The obligations of Dubuque Forward under this Section 13 shall survive expiration or termination of this Agreement and completion of the Project. 14. Term; Default; Termination a. Term. This Agreement shall commence on the Effective Date and shall remain in effect until the later of: 1. Completion of the Project and expiration of the Warranty Period; or 2. The date on which all obligations that by their nature are intended to survive (including indemnity and insurance obligations) have been satisfied, unless earlier terminated in accordance with this Section 14. b. Dubuque Forward Default. The occurrence of any of the following shall constitute an event of default by Dubuque Forward: Page 20 of 34 1. Failure to commence or diligently pursue the Work within a reasonable period after Effective Date or after issuance of required permits, without justification acceptable to City; 2. Failure to perform the Work or to comply with any material term, covenant, or condition of this Agreement, including failure to maintain required insurance, obtain required permits, or comply with Applicable Law, which failure remains uncured after written notice from City and expiration of the applicable cure period; 3. Abandonment of the Project, evidenced by cessation of Work for an unreasonable period without City's consent; 4. Insolvency, bankruptcy filing, appointment of a receiver, or general assignment for the benefit of creditors by Dubuque Forward; or 5. Any representation or warranty of Dubuque Forward in this Agreement proving to have been materially false or misleading when made and not cured or corrected within a reasonable time after written notice. c. Notice And Cure. Except where immediate action is required by City to protect public health, safety, or property: 1. City shall provide Dubuque Forward with written notice specifying the nature of any alleged default; 2. Dubuque Forward shall have [thirty (30)] days from receipt of such notice to cure the default, or, if such default cannot reasonably be cured within thirty (30) days, to commence cure within such period and thereafter diligently pursue cure to completion; and 3. If Dubuque Forward fails to cure the default within the applicable cure period, City may exercise its remedies under this Agreement. d. City Remedies. In the event of Dubuque Forward default not timely cured, City may, in addition to any other rights or remedies available at law or in equity: 1. Suspend Dubuque Forward's right to perform Work on City property pending cure; 2. Terminate this Agreement in whole or in part upon written notice to Dubuque Forward; 3. Enter upon City property and, without obligation to do so, complete or correct the Work, at Dubuque Forward's cost and expense, using its own Page 21 of 34 forces or third -party contractors, and Dubuque Forward shall reimburse City for all reasonable costs so incurred; 4. Prohibit Dubuque Forward and its Contractors from further access to the Town Clock or City property, except as may be necessary for safety or for removal of equipment as directed by City; and 5. Exercise any other rights or remedies available under Applicable Law. e. Termination For Convenience By City. City may, at any time and in its sole discretion, terminate this Agreement, in whole or in part, for convenience upon sixty (60) days' prior written notice to Dubuque Forward. In such event: 1. Dubuque Forward shall promptly, upon the date of termination, cease all Work on City property (except as otherwise directed by City for safe demobilization); 2. Dubuque Forward shall remove, at its sole cost and expense, any materials, equipment, or partially installed components as directed by City and shall restore affected areas of City property to a condition reasonably acceptable to City; and 3. Neither Party shall have any further obligation to the other with respect to work not yet performed, except for obligations that expressly survive termination (including indemnification and insurance obligations) and except that Dubuque Forward shall retain ownership of any off -site materials or equipment it has acquired. f. Termination By Dubuque Forward. Dubuque Forward may terminate this Agreement upon sixty (60) days' prior written notice to City if: 1. Any required governmental or historic preservation approval necessary for the Project is denied or conditioned in a manner that, in Dubuque Forward's reasonable judgment, renders the Project infeasible; 2. City materially breaches this Agreement and fails to cure such breach within [sixty (60)] days (or such longer period as may be reasonably necessary to cure) after written notice from Dubuque Forward; or 3. Dubuque Forward, after diligent efforts, is unable to secure sufficient funding to complete the Project. Upon such termination, Dubuque Forward shall, at City's direction, remove from City property any materials or equipment it has brought to the site (unless City elects in writing to retain any such materials or equipment), and restore affected Page 22 of 34 areas of City property to a condition reasonably acceptable to City, all at Dubuque Forward's cost and expense. g. Effect Of Termination. Upon any termination of this Agreement: 1. All rights and licenses granted to Dubuque Forward hereunder shall immediately terminate; 2. Dubuque Forward's access to City property shall cease, except as may be reasonably necessary to remove its property and restore the site as directed by City; 3. The provisions of this Agreement that by their nature should survive termination (including but not limited to indemnification, insurance, warranties already given, ownership, and dispute resolution) shall survive; and 4. Termination shall be without prejudice to any claims for breach or other rights of the Parties that accrued prior to the effective date of termination. 16. Dispute Resolution a. Good Faith Negotiations. In the event of any dispute, claim, or controversy arising out of or relating to this Agreement, the Project, or the Lighting System, the Parties shall first attempt in good faith to resolve the matter through informal discussions between designated representatives. b. Escalation. If the dispute is not resolved within thirty (30) days after written notice of the dispute by one Party to the other, the Parties shall escalate the matter to senior representatives with decision -making authority who shall meet and confer in good faith in an effort to resolve the dispute. c. Mediation (Optional). If the dispute remains unresolved after escalation, the Parties may mutually agree in writing to submit the dispute to non -binding mediation before a mediator acceptable to both Parties, with the costs of mediation shared equally, except that each Party shall bear its own attorneys' fees. d. Reservation Of Rights. Nothing in this Section 16 shall prevent either Party from seeking interim or provisional relief from a court of competent jurisdiction, including injunctive relief, where necessary to protect its rights or property. 17. Governing Law; Venue Page 23 of 34 a. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Iowa, without regard to its conflict of laws rules. b. Venue. Any action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the Iowa District Court in and for Dubuque County. The Parties hereby submit to the personal jurisdiction of such courts and waive any objection based on forum non conveniens. 18. Notices a. Form Of Notice. All notices, requests, demands, consents, and other communications required or permitted under this Agreement shall be in writing and shall be deemed given when: 1. Personally delivered to the recipient; 2. Sent by a nationally recognized overnight courier service, delivery charges prepaid, with evidence of delivery; 3. Mailed by certified or registered mail, postage prepaid, return receipt requested; or 4. Sent by email with confirmation of transmission, provided that a hard copy is delivered by one of the foregoing methods within [five (5)] business days thereafter. b. Addresses For Notice. Notices shall addresses, or to such other address accordance with this Section: For City: be sent to the Parties at the following as a Party may designate by notice in City of Dubuque Attn- Robert Schiesl, Assistant City Engineer City Hall 50 W 13t" Street Dubuque, IA 52001 bschiesl(acityofdubugue.org With a copy to (which shall not constitute notice): City Attorney's Office Attn: Crenna Brumwell 300 Main Street, Suite 330 Page 24 of 34 Dubuque, IA 52001 cbrumwel(a).cityofdubug ue.org For Dubuque Forward, LLC: Dubuque Forward, LLC Andrew J. Butler Executive Chairman, Cottingham & Butler, Inc. 800 Main Street Dubuque, IA 52001 abutler(a)_cottingham butler. com With a copy to (which shall not constitute notice): Carolyn Bonifas Kelly Downtown Strategy & Partnerships Director Dubuque Forward 900 Jackson St, Ste 112 1 Dubuque, IA 52001 director@dubuqueforward.com c. Effective Date Of Notice. Notice shall be deemed effective on the date of receipt (or refusal of delivery) as evidenced by the delivery receipt, tracking information, or, in the case of personal delivery, by written acknowledgment. 19. Independent Status; No Third -Party Beneficiaries a. Independent Status. Dubuque Forward and its Contractors are independent entities and are not agents, employees, or partners of City. Nothing in this Agreement shall be construed to create any partnership, joint venture, agency, or employment relationship between City and Dubuque Forward or any Contractor. Dubuque Forward has no authority to bind City to any contract or obligation. b. No Third -Party Beneficiaries. Except as expressly provided with respect to City Indemnitees (who shall be third -party beneficiaries of the indemnity provisions) and as may apply with respect to Contractor warranties granted for the benefit of City, this Agreement is intended solely for the benefit of the Parties and does not confer any rights or remedies on any other person or entity. 20. Records; Audit a. Recordkeeping. Dubuque Forward shall maintain accurate and complete books and records relating to the Project, including contracts with Contractors, insurance certificates, permits, approvals, and warranties, for a period of not less than three (3) years after expiration of the Warranty Period. Page 25 of 34 b. City Access. Upon reasonable prior notice and during normal business hours, City shall have the right to inspect and copy such records to the extent reasonably necessary to verify compliance with this Agreement. 21. Miscellaneous a. Entire Agreement. This Agreement, including any exhibits or attachments hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations, and understandings, whether written or oral, relating to such subject matter. b. Amendments. This Agreement may be amended, modified, or supplemented only by a written instrument executed by duly authorized representatives of both Parties. c. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force and effect, provided that the essential terms and conditions of this Agreement for each Party remain valid, binding, and enforceable. d. Waiver. No waiver by either Party of any breach or default under this Agreement shall be deemed to be a waiver of any other breach or default or of any subsequent breach or default, whether of the same or a different nature. Any waiver must be in writing and signed by an authorized representative of the Party granting the waiver. e. Assignment. Dubuque Forward shall not assign, delegate, or otherwise transfer this Agreement or any of its rights or obligations hereunder, whether voluntarily, by operation of law, or otherwise, without the prior written consent of City, which City may grant or withhold in its sole discretion. Any attempted assignment in violation of this Section shall be null and void. City may assign this Agreement to any successor entity or governmental body that assumes City's ownership or control of the Town Clock. Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures transmitted by facsimile, email (in portable document format), or other electronic means shall be deemed original signatures for all purposes. Page 26 of 34 g. Headings. The section and subsection headings in this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement. h. Time Of The Essence. Time is of the essence in the performance of each Party's obligations under this Agreement, particularly with respect to compliance with permit conditions and the performance of warranty work. No Publicity Without Consent. Dubuque Forward shall not issue press releases or public announcements specifically referencing this Agreement or the Project in a manner implying City's endorsement of Dubuque Forward or any product, without City's prior written consent, except as may be reasonably necessary to recognize donors or to comply with legal disclosure requirements. Nothing in this Section shall prevent City from providing public information regarding the Project in the ordinary course of its governmental functions. j. Force Majeure. Dubuque Forward and its contractors and subcontractors will not be liable for delays or failure to perform its obligations under this Agreement if such delay or failure is caused by events beyond its reasonable control, including but not limited to acts of God, fire, flood, severe weather, labor disputes, shortages of materials or utilities, supply -chain disruptions, governmental orders, epidemics, pandemics, or other similar events ("Force Majeure Events"). If any such Force Majeure Event occurs, Dubuque Forward and its contractors and subcontractors shall use reasonable efforts to resume performance as soon as practicable. The time for performance shall be extended for the duration of the Force Majeure Event, and Dubuque Forward will not be deemed in breach or default of this Agreement while the Force Majeure Event is ongoing. 22. Approvals And Execution a. Authority. Each Party represents and warrants that the person signing this Agreement on its behalf has been duly authorized by all necessary corporate or governmental action to execute and deliver this Agreement and to bind such Party to its terms. b. Conditions Precedent. The effectiveness of this Agreement may be conditioned upon such approvals by City's governing body and such reviews by City officials as are required by Applicable Law or City policy. This Agreement shall not be effective until all such required approvals have been obtained. In witness whereof, the Parties have executed this Agreement as of the Effective Date. CITY OF DUBUQUE Page 27 of 34 By:- � Name: Michael C. Van Milligen Title: City Manager Date: 08/10/2026 DUBUQUE FORWARD By: //►1 a Name: hF n �J &V Title: f�s LAS.4 f' Date: Page 28 of 34 EXHIBIT A City of Dubuque Insurance Schedule F City of Dub uque I naura nce Requirements for General, AM ea n or Trade Contractors, Subcont rectors or Sub -Subcontract ore INSURANCE-SCHEDULEF Asbestos Removal Asphalt Paving Concrete Construction Managers Cranes Culverts Decking DemoUtion Deconstruction Earthwork Elect ri cal Elevators CLASSR, ChemicaL Spraying Doors, Window & Glazing Drywa[L Systems Fertilizer Application Geotech Boring In suLati on Finish Carpentry CLASS C, Carpet Cleaning Carpet & Resilient Flooring Caulking & Sealants Acoustical Cei ling Filter Cleaning Fiber Optics Fire Protection Fireproofing General Contractors HVAC Mechanical Paving & Surfacing PiLes & Caissons Plumbing Retaini ng WaLLs Reinforcement Roofing Landscaping Masonry Painting & WaLL Covering Pest Control Scaffolding Sidewalks Rasteri n g General Cleaning Grass Cutting Janitorial Non -Vehicular Snow & Ice Removal Office Furnishings Sanitary Sewers Sheet Metal Site Utilities Shoring Special Construction Steel Storm Sewers Structural Steel TraiLs TunneUng Water Main Rough Carpentry Stump Grinding Tank Coati ng Tree Removal Tree Trimming Tuckpointi ng Vehicular Snow Removal Waterproofing WeLL Drilling Power Washing TiLe &Terrazzo Flooring Window Washing Page 29 of 34 City of Dubuque Insurance Requirements for Gone ra 1, Artisan or Trade Contractors.Subcontractors or Sub -Subcontractors INSURANCE - SCHEDULE F (continued) Contractor shall fumish 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 oran equivalent approved by the Chief Financial Officer or Designee. The certificate must clearly indicatethe project number, project name, and project description for whi ch it is being provided; e.g., 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 allinsurers shall have a rating of A or better in the current A.M. Best's Rating Guide. 3. Each certificate shall be furnished to: Department, City of Dubuque, Dubuque, IA 4. Failureto 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 shallrequire all subcontractors and sub -subcontractors to obtain and maintain duringthe performance of work Insurance forthe 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 afaiLure for the failure of a subcontractor and sub -subcontractor to obtain and maintain such coverage. The City of Dubuque may request a copy of such certificates from the Contractor 6. All required endorsements to various policies shall be attached to certificate of insurance. 7. Whenever an ISO form i s 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 sell -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 the agent's name, phone number, and email address. 11. The City of Dubuque reserves the rightto 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 rightto modify these requirements, including Limits, based on changes in ri sk or other special circumstances during the term of the contract, subject to written mutual agreement attached hereto. Page 30 of 34 City of Dubuque Insurance Requirements for Genera 1, A rtisan or Trade Contractors, Subcontractors or Sub -Subcontractors CITY OF DUBQUE 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 from BP 00 02. Al. 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 CG25 04 "Designated Location(s) General Aggregate Limit" or CG 25 03"Designated Construction Project(s) General Aggregate Limit" as appropriate. 3) Include endorsement indicatingthat 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 2010 (Ongoing Operations). 6) The additional insured endorsement shall include completed operations under ISO form CG 20 37 dud ng the project term and for a peri od of two years after the completi on of the proj ect. 7) Policy shall Include Waiver of Right to Recover from Others endorsement. 8) Policy shall include cancellation and mated al change endorsement provid ing 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 13'" St, Dubuque, IA 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 as amended. Coverage Statutory — State of Iowa Coverage B Employers Liability Each Acci dent $100,000 Each Employee - Disease $100,000 PolicyLimit— Disease $500,000 Page 31 of 34 City of Dubuque Insurance Requirements for Genera I. Artisan or Trade Contractors,Subcontractors or Sub-Subcornractors CITY OF DUBUQUE INSURANCE SCHEDULE F (continued) Policy shall include Waiver of Right to Recover from Others Endorsement. Coverage B limits shall be greater if required by the umbrella/excess insurer. M H, by Iowa Code Section 85.1A, the lessee, licensee, or permittee is not required to purchase Workers' Compensati on Insurance, the lessee, licensee, or permittee shall have a copy of the State's Nonelection of Workers' Compensation or Employers' Liability Coverage form on file with the Iowa Workers' Compensati on Insurance Commissioner, as required by Iowa Code Section 87.22. Completed form must be attached. C. AUTOMOBILE LIABILITY Combined Single Limit $1,000,000 Coverage shall include all owned, non -owned, and hired vehicles. Ifthe 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 Recovery from Others Endorsement. D. UMBRELLA/EXCESS LIABILITY Umbrella Liability coverage must be at least following form with the underlying policies included herein. All Class A contractors with contract values in excess of $10,000,000 must have umbrellalexcess 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 umbrellalexcess liability coverage of $3,000,000. All Class A and Class B contractors with contract values less than $500,000 must have urnbretlalexcess liability coverage of $1,000,000. All Class C contractors are not required to have umbrellalexcess liability coverage. ALL contractors performing earth work must have a minimum of $3,000,000 umbrella regardless of the contract value. Page 32 of 34 City of Dubuque Insurance Requirements for Genera I. Artisan or Trade Contractors, Subcontractors or Sub -Subcontractors CITY OF DUBUQUE INSURANCE SCHEDULE F (continued) 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 $4,000,0000 1. PoLicytoincludejob site andtransportationcoverage. 2. 2. Include additional insured for: The City of Dubuque, including allits 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. 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 shallinclude ISP endorsement CA9948. Pollution Liability —Broadened Coverage for Covered Autos, or equivalent endorsement if the contractor has vehicles that transport fuel onto the owner's property. CITY OF DUBUQUE INSURANCE SCHEDULE F Page 33 of 34 City of Dubuque Insurance Requirements for GeneraL.ArdsanorTrade Contractors.Subcontractors orSub-Subcontractors (continued) Iowa Code Chapter 670, Liability of Governmental Subdivisions, provides cities with certain immunities which may be available to you. Namingthe Dubuque Regional Airport 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 thi s endorsement or an equivalent form. The preservation of immunities is for your benefit. PRESERVATION OF GOVERNMENTAL IMMUNITIES ENDORSEMENT 1. Nonwaiver of Governmental Immunity. The i nsurer expressly agrees and states that the purchase of this policy and the Including of the City of Dubuque, Iowa, the Dubuque Regi onal Airport, and the Dubuque Regional Airport Commission as an additional insured does not waive any of the defenses of governmental immunity available to the City of Dubuque, Iowa, the Dubuque Regional Airport, and the Dubuque Regional Airport Commission under Code of Iowa Section 670.4 as it is now exists and as it may be amended from ti me to ti me. 2, Claims Coverage.The insurer further agrees thatthis policy of insurance shaU. cover onlythose claims not subject to the defense governmental immunity underthe Code of Iowa Section 670.4 as it now exists and as it may be amended fromtime to time. Those claims not subject to Code of Iowa Section 670.4 shall be covered bythe terms and conditions of this insurance policy. 3. Assertion of Government Immunity. City of Dubuque, Iowa, the Dubuque RegionalAirport, and the Dubuque Regional Airport Commission shall be responsible for asserting any defense of governmental immunity, and may do so at anytime and shall do so upon the timely written request of the insurer. 4. Nnn-Denial of Coverage_ The insurer shall not deny coverage underthis policy and the insurer shall not deny any of the rights and benefits accruing to the City of Dubuque, Iowa, the Dubuque Regional Airport, and the Dubuque Regional Airport Commission 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, the Dubuque Regional Airport, and the Dubuque Regional Airport Commission. 5. No Other Change in Policy. The above preservation of governmental immunities shall not otherwise change or alter the coverage available under the poUcy. SPECIMEN (DEPARTMENT MANAGER: FILL IN ALL BLANKS AND CHECK BOXES) Page 34 of 34