Signed Contract_DMASWA 2015-2018 WASTE DELIVERY CONTRACT
BETWEEN
THE DUBUQUE METROPOLITAN AREA SOLID WASTE AGENCY
AND
CITY OF DUBUQUE
This Waste Delivery Contract (the Contract), dated for reference purposes the
2nd day of April, 2015, is made and entered into by and between the Dubuque
Metropolitan Area Solid Waste Agency (Agency) and City of Dubuque (Hauler).
WHEREAS, Agency owns and operates a landfill at 14501 U.S. Highway 20
West Dubuque, Iowa, known as the Dubuque Metropolitan Area Sanitary Landfill
(Agency Landfill); and
WHEREAS, Agency desires to receive ;all Acceptable Waste collected r by the
Hauler in the ;;Agency's Comprehensive Planning Area and additional Acceptable
Wastes from the Service Area; and
WHEREAS, Hauler is in the business of collecting and transporting solid wastes
and actively participates in-landfill diversion programs; and
WHEREAS, Hauler is capable and intends to deliver at least 2,000 tons per year
to the Agency Landfill during the term of this agreement or is a Dubuque county
municipally owned and operated governmental entity; and
WHEREAS, Hauler desires to deliver solid waste -to the Agency Landfill at the
Contracted Tipping Fee; and
NOW, THEREFORE, in consideration of the promises and mutual agreements
hereinafter set forth, the parties hereto agree as follows:
SECTION 1. TERM
The Term of this Contract shall commence on July 1, 2015 and continue through June
30, 2018!-unless earlier terminated pursuant to the terms of this Contract. This Contract
may be extended for two additional one-year periods at the sole discretion of the
Agency by written notice to Hauler not less than ninety (90) days prior to the expiration
of the current term or extension.
SECTION 2. DEFINITIONS
2.1 Acceptable Waste. Garbage, refuse and other municipal solid waste from
residential, commercial, industrial and community activities, including Residential
Waste, Commercial Waste, Construction and Demolition Wastes and Special Wastes
as approved by the Agency, as defined by IAC § 567- 13 or Iowa Code§ 455B.
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2.2 Contract Tipping Fee. The fee for Haulers who have executed this Contract for
delivering Acceptable Waste to the Agency Landfill, set annually by Agency's Board of
Directors.
2.3 Commercial Waste. All types of solid waste generated by stores, offices,
restaurants, warehouses, and other nonmanufacturing activities, excluding residential
and industrial wastes. As defined in IAC § 567-113.3.
2.4 Comprehensive Planning Area. (Planning Area) All the properties located within
the corporate limits of the following communities and counties:
Asbury Dyersville New Vienna
Balltown Earlville Peosta
Bankston Edgewood Rickardsville
Bernard Epworth Rural Delaware County
Cascade Farley Rural Dubuque County
Centralia Graf Ryan
Colesburg Greeley Sageville
Delaware Holy Cross Sherrill
Delhi Hopkinton Strawberry Point
Dubuque Luxemburg Worthington
Dundee Manchester Zwingle
Durango Masonville
Any areas annexed by these communities shall be included in the Planning Area.
Nothing in this Contract provides the Hauler with the exclusive right to provide solid
waste collection within the Planning Area.
2.5 Construction and Demolition (C&D) Waste. Waste building materials, including
wood, metals, and rubble which result from construction, deconstruction or demolition of
structures.
2.6 Hazardous Waste. The same meaning as in Iowa Code § 455B.411(3)(a)(b).
2.7 Non-Conforming Wastes. Materials not considered as Acceptable Waste. This
includes Hazardous Waste, special wastes not identified as such to the scale operator
upon delivery, materials banned from landfilling, Recyclable Materials or loads with a
high concentration of Recyclable Materials which are not considered residuals or
contaminated.
2.8 Out-of-Service Area Waste. Acceptable Waste which originates outside the
Agency's service area.
2.9 Posted Tipping Fee. The published Tipping Fee used to charge customers
delivering Acceptable Wastes to the Agency Landfill, set annually by Agency's Board of
Directors.
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2.10 Recyclable Materials. Materials with value as a primary or secondary material for
processing into a new product that has been separated by the generator or processor
from mixed municipal solid waste for the purpose of reusing and/or recycling. These
materials include but are not limited to paper, plastics, wood, asphalt shingles and
metals.
2.11 Residential Waste. _ Solid .waste collected from residences as defined by
ordinance for each community identified in Sec-2.4.
2.12 Service Area. The area to which the Agency provides service. This includes the
Comprehensive Planning Area plus counties in Illinois and Wisconsin.
2.13 Industrial and Special Waste. Industrial process, pollution control, or toxic
wastes which present a threat to-human health..or the. environment, o,r.a waste with
inherent properties which make the disposal of the waste in a sanitary landfill;difficult to
manage. As defined in, IAC .§ 567-109.3. To include but not limited to asbestos
containing materials, contaminated or impacted soils, foundry sands, and paint filters.
2.14 Yard Waste. Defined as waste materials that include lawn trimmings and garden
waste such as leaves, grass clippings, brush and small branches, but does not include
tree stumps, stone, concrete or other non-organic types of wastes.
SECTION 3. REPRESENTATIONS
3.1 Hauler Representations. Hauler has full power and authority to execute this
Contract and such execution constitutes a binding legal obligation that ,is fully
enforceable in accordance with its terms and conditions. The execution of this Contract
does not conflict with any other agreement, indenture or any other instrument to which
Hauler is a party. Hauler plans to maintain or increase participation in multiple landfill
diversion programs. Hauler plans to maintain the capability of delivering at least 2,000
tons per year to the Agency Landfill during the term of this Contract.
If Hauler has not established the capability to deliver 2,000 tons of Acceptable Wastes
to the Agency Landfill during the previous twelve (12) months to this Contract,- Hauler
may be required to:
(1) Pay the Posted Tipping Fee until 2,000 tons of Acceptable Wastes are
delivered, after which Agency shall provide a rebate to Hauler in the amount of
the Contract Tipping Fee minus the Posted Tipping Fee sixty (60) days after the
2,000 tons have been delivered Hauler may be eligible for the Contract Tipping
Fee; or
(2) Provide a performance bond to Agency in the amount of the difference
between the Posted Tipping Fee and the Contract Tipping Fee plus $3.00
multiplied by 2,000 tons. In exchange, Hauler will be offered the Contract
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Tipping Fee upon execution of this Contract. This performance bond shall be
used in the event Hauler does not provide 2,000 tons annually for the term of the
Contract.
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3.2 Agency Representations. The execution of this Contract does not conflict with
any other agreement, indenture or any other instrument to which Agency is a party.
Agency plans to maintain the necessary capacity needed to accommodate Hauler.
Agency will ensure compliance with federal, state and local regulations and maintain a
waste screening program to identify non-conforming wastes. Agency can assist Hauler
in expanding Hauler's landfill diversion programs by identifying vendors for processing,
assisting with program marketing, and securing end markets.
SECTION 4. COMPLIANCE WITH REGULATORY REQUIREMENTS. Hauler shall operate
its business of collecting and transporting solid waste in compliance with all applicable
local, state, and federal laws, rules, regulations and ordinances, including but not limited
to obtaining and maintaining all necessary licenses, permits and other authorizations
required by each municipality and any other governmental agency having jurisdiction
over its activities.
SECTION 5. OPERATIONS
5.1 Delivery Of Acceptable Waste
(1) Except as otherwise provided in this Contract, Hauler agrees to deliver all
Acceptable Wastes it collects in the Agency Planning Area to the Agency Landfill.
Hauler further agrees that it will not deliver Acceptable Waste generated in the
Agency Planning Area to any other destination unless directed in writing by
Agency to do so.
(2) Hauler agrees to deliver any waste collected from the Service Area to the
Agency Landfill.
(3) Hauler agrees not to deliver any Hazardous Waste to the Agency Landfill.
Agency provides this service to eligible businesses and residents as part of the
Regional Collection Center Program.
(4) Hauler is not obligated by this Contract to deliver to the Agency Landfill
Recyclable Materials to be recycled. Hauler must deliver to the Agency Landfill
Recyclable Materials form the Agency Planning Area which, due to
contamination, damage, or being sort line residuals, are no longer considered
recyclable.
(5) If Hauler separates Recyclable Materials from Acceptable Waste, or
processes source separated Recyclables, or diverts materials to an alternative
technology facility, any of which originating from the Agency's Planning Area, all
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residual materials remaining after such processing shall be delivered to-the
Agency Landfill.
(6) Agency shall have the right to screen and inspect loads for compliance,
identification of non-conforming Acceptable Wastes, and material identification
for diversion activities.
(7) Agency shall have the right to reject Special Wastes collected by Hauler.
Agency shall attempt to respond to Hauler's inquiry regarding a specific Special
Waste within three working days. .All requests shall follow Agency's established
policies.
(8)- Hauler shall identify the origin of the waste by county, at the time of
delivery to the Agency Landfill. For mixed loads, Hauler shall identify the load by
the county in which the majority of the Acceptable Waste originated:
5.2 Reiection .Of Deliveries And Responsibilities For Non-Conforming Wastes. A
delivery of waste may be rejected at the Agency Landfill under one or more of the
following circumstances:
(1) Hauler may be denied entrance if waste is delivered outside advertised
operational hours or on a holiday.
(2) Hauler may be denied entrance if its account is not satisfactorily within the
provisions of the Agency's credit policy.
(3) Hauler may be denied entrance if there is a reasonable basis to,believe a
vehicle contains Non-Conforming Waste. If Agency has reasonable, factual
information indicating that Non-Conforming Waste was delivered, Hauler agrees
to return and remove such Non-Conforming Waste.
In the event waste is rejected by Agency, Hauler shall be provided with documentation
certifying the rejection and reasons therefore. All costs of removal and disposal of Non-
Conforming Waste shall be borne by Hauler. Agency has the final say whether the
waste is to be accepted or not.
5.3 General Delivery Requirements. Hauler agrees that it shall comply with rules
and regulations regarding the use of the Agency Landfill, including, but not limited to, all
posted policies and procedures. Hauler agrees to comply with the traffic control policies
of Agency. ,Excluding holidays, Hauler may deliver Acceptable Waste to the Agency
Landfill during the posted hours of operation, as established by the Agency's Board of
Directors. Agency Holidays include New Year's Day, Memorial Day, Independence
Day, Labor Day, Thanksgiving Day, and Christmas Day. Agency reserves the right to
modify its hours to meet operational needs. In most cases, notice may be provided to
Hauler by press release, email, or phone call.
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SECTION 6. CONTRACT TIPPING FEE
6.1 Contracted and Posted Tipping Fees. Agency has established Posted and
Contract Tipping 'Fee rates for Acceptable Wastes, except Industrial and Special
Wastes. Beginning July 1, 2015, the Posted Tipping Fee shall be $45.00 per ton and
the Contract Tipping Fee rate shall be $32.64 per ton. The Contract Tipping Fee shall
be subject to change as provided in Section 6.2 of this Contract.
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6.2 . Changes In Contracted Tipping Fee. Agency reserves the right to increase the
Contract Tipping Fee, effective July 1 of each year of this Contract, but no more than
three percent (3%) per fiscal year. However, if, during the Term of this Contract, in the
judgment of Agency a regulatory change beyond the control of the Agency causes the
cost of landfill operations to increase, Hauler agrees that Agency may increase the
Contract Tipping Fee equal to the cost increase determined by Agency due to the
regulatory change notwithstanding such 3% limitation. However, any such cost
increase which is greater than a 15 percent annual increase in the Contracted Tipping
Fee shall require the mutual agreement of Agency and Hauler. If during the Term of
this Contract, the per ton Solid Waste Tonnage Fee paid by Agency to the Iowa
Department of Natural Resources increased or decreased, the Contract Tipping Fee
shall be adjusted accordingly.
SECTION 7. DEFAULT AND REMEDIES
7.1 Hauler Default. The following shall constitute an Event of Default by Hauler:
(1) Failure to comply with applicable laws, ordinances, rules and regulations
relating to waste hauling, including solid waste ordinances of each municipality in
the Service Area;
(2) Failure to maintain insurance as required by this Contract;
(3) Hauling Acceptable Waste from the Agency's Planning Area to a landfill or
a site other than the Agency Landfill;
(4) For non-municipal customers, failure to deliver at least 2,000 tons of solid
waste to the Agency Landfill during each contract year;
(5) Failure to make timely payment of tipping fees charged;
(6) Failure to perform any of its material obligations under this Contract;
(7) Transfer of any interest under this Contract, whether .by subcontract,
assignment or novation, in violation of Section 9.3; or
(8) Failure to actively participate in landfill diversion programs.
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7.2 Agency Default. Failure to perform any of its material obligations under this
Contract constitutes an Event of Default byAgency.
7.3 Remedies. If Hauler is in default, and if the default continues for a;period of thirty
(30) days after written notice from Agency, at the election of Agency, Agency shall have
the right, but shall not be obligated, to exercise any one or more of the following
remedies:
1 Suspend the Contract Tipping Fee Fee_ provided to Hauler.
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In the event Hauler fails to deliver Acceptable Waste to the Agency.Landfill as
required by Section 5, Agency's remedy for damages incurred -by Agency shall
be the sum of the Posted Tipping Fee Rate plus $3.00, multiplied by the tonnage
of undelivered Acceptable Waste, until Hauler restores deliveries or to the end of
the Contract term, whichever first occurs. The tonnage of Undelivered
Acceptable Waste shall be calculated by Agency at its option as follows:
(i) The amount of Acceptable Waste disposed of by Hauler at other
disposal or transfer facilities during the period in question; or -
(ii) By a- comparison between the amount of Acceptable Waste
disposed of by Hauler at the Agency Landfill during the period in question
and the amount of Acceptable Waste disposed of at the Agency Landfill
by Hauler during any other comparable time period.
(2) Bring an action for specific performance.
(3) Terminate the contract according to Section 9.8.
7.4 No right or remedy conferred upon or reserved to Agency by this Contract shall
be exclusive of any other right or remedy; all rights and remedies conferred upon
Agency by this Contract or by law shall be cumulative in addition to every other right
and remedy available to Agency. j
7.5 No delay or omission to exercise any right or power accruing upon any Event of
Default shall impair any such right or power or shall be construed to be a waiver of any
such Event of Default.
7.6 In the event.either party should breach any term contained in this Contract and
which is thereafter waived by the other party, such waiver shall be limited to the
particular breach so waived and for the time and in the manner so specified. The r
waiver shall not be deemed to waive any other breach hereunder.
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7.7 Disputes. All disputes arising under this Contract shall be resolved through
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arbitration. Each party to this Contract may initiate arbitration by serving a written notice
upon the other party stating the points of difference between the parties and stating
intent to initiate arbitration procedures. Within ten (10) days thereafter, the parties
shall meet and select an arbitrator from a list of seven (7) arbitrators obtained from the
arbitration list maintained by the Iowa Public Employment Relations Board. The
arbitration hearing shall be held within thirty (30) days of the selection of the arbitrator.
The hearing shall be conducted informally, and the decision shall be reduced to writing
and the determination so made shall be binding upon the parties and shall form the
basis for future guidance of the parties on the issues so resolved. The costs of the
arbitration hearing shall be shared equally by the parties. Each party shall pay its own
attorney fees and witness costs.
SECTION 8. INDEMNIFICATION AND INSURANCE
8.1 Indemnification. Hauler shall defend, indemnify and hold harmless Agency, 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 Agreement, including but not limited to attorneys' fees, arising out of
or resulting from performance of this Agreement, 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 Hauler, or anyone directly
or indirectly employed by Hauler or anyone for whose acts Hauler may be liable,
regardless of whether or not such claim, damage, loss or expense is caused in part by a
party indemnified hereunder.
8.2 Insurance. Hauler shall obtain and keep in force at all times during this Contract,
the insurance specified in the Insurance Schedule A attached to this Contract.
SECTION 9. MISCELLANEOUS
9.1 Audit. All books, records, documents and accounting procedures and practices
of Hauler relevant to this Contract shall be subject to examination by Agency upon one-
day's written notice from Agency.
9.2 Notice. All written notices required pursuant to this Contract shall be either hand
delivered or mailed to Hauler or Agency by regular mail at the following address or such
other address as may be provided in writing to the other party from time to time:
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If to Agency:
Dubuque Metropolitan Area Solid Waste Agency
Solid Waste Agency Administrator
925 Kerper Court
Dubuque, Iowa 52001
If to Hauler:
9.3 Assignment. Hauler shall not transfer or assign all or any part of this Contract
without the prior written consent of Agency. No such assignment shall be effective
unless Agency approves the form of the assignment.
9.4 Survival Of Representations And Warranties. The representations, warranties,
covenants and agreements of the parties under this Contract, and the remedies of
either party for the breach of such representations, warranties, covenants, and
agreements by the other party shall survive the execution and term of this Contract.
9.5 Entire Agreement And Waiver. This Contract shall constitute the entire
agreement between the parties and shall supersede all prior oral and written
negotiations. No waiver of any provisions of this Contract shall be deemed or. shall
constitute a waiver of any other provisions hereof, whether or not similar, nor shall such
waiver constitute a continuing waiver.
9.6 Governing Law. The Contract shall be interpreted and construed according to
the laws of the state of Iowa.
9.7 Amendment. No amendment, alteration, or modification of this Contract shall be
valid until approved in writing in the same manner as this Contract.
9.8 Termination
(1) In the event that Hauler and Agency mutually agree in writing to terminate
this Contract, such termination shall take effect as agreed by the parties.
(2) Either party may terminate this Contract by reason of the default of the
other party following thirty (30) days written notice to the defaulting party.
Provided, however, that this Contract shall not be terminated if the defaulting
party immediately takes reasonable steps to cure the default and in fact cures the
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default within a reasonable time not more than thirty (30) days from the mailing of
the notice of default.
3 Agency may terminate this Contract for any reason, with or without cause,
by providing ninety (90) days written notice to the Hauler.
9.9 Severability. In case any one or more of the provisions contained in this Contract
shall for any reason be held invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other provision of this
Contract, and this Contract shall be construed as if such invalid, illegal or unenforceable
provision had never been contained herein.
DUBUQUE METROPOLITAN AREA CITY OF DUBUQUE
SOLID WASTE AGENCY
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Insurance Schedule A
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Dubuque Metropolitan Area Solid Waste Agency Insurance Requirements for Tenants
and Lessees of City Property or Vendors (Suppliers, Service Providers), and Right.of
Way Permit Holders
Insurance Schedule A
1. shall furnish a signed Certificate of Insurance (COI)to the Dubuque Metropolitan
Area Solid Waste Agency,Iowa for the coverage required in Exhibit I prior to contract or lease
commencement.All lessees of City property and Right of Way Permit Holders shall submit an updated COI
annually. Each Certificate shall be prepared on the most current ACORD form approved by the
Department of Insurance or an equivalent. Each certificate shall include a statement under Description of
Operations as to why issued. Eg: Project# or Lease of premises at or construction of
or right of way permitted location and description
2. All policies of insurance required hereunder shall be with a carrier authorized to do business in Iowa and
all carriers shall have a rating of A or better in the current A.M. Best's Rating Guide.
3. Each Certificate shall be furnished to the contracting department of the Dubuque Metropolitan Area Solid
Waste Agency.
4. Failure to provide minimum coverage shall not be deemed a waiver of these requirements by the
Dubuque Metropolitan Area Solid Waste Agency. Failure to obtain or maintain the required insurance
shall be considered a material breach of this agreement.
5. All required endorsements to various policies shall be attached to Certificate of insurance.
6. Whenever a specific ISO form is listed,an equivalent form may be substituted subject to the provider
identifying and listing in writing all deviations and exclusions that differ from the ISO form.
7. Provider shall be required to carry the minimum coverage/limits, or greater if required by law or other
legal agreement, in Exhibit I.
8. Whenever an ISO form is referenced the current edition of the form must be used.
Page 1 of 3 Schedule A, Property Or Vendors(Suppliers, Service Providers)April 2014
Dmaswa
Dubuque Metropolitan Area Solid Waste Agency.lnsurance Requirements for Tenants
and Lessees of City Property or Vendors (Suppliers, Service Providers), and Right of
Way Permit Holders
Insurance Schedule A (continued)
Exhibit
A) COMMERCIAL GENERAL LIABILITY
General Aggregate Limit $2,000,000
Products-Completed Operations Aggregate Limit $1,000,000
Personal and Advertising Injury Limit $1;000,000
Each Occurrence - -- - - --- --
$1,000,000
Fire Damage Limit(any one occurrence) $ 50,000
Medical Payments $ 5,000
a) Coverage shall be written on an occurrence, not claims made,form, All deviations from the
standard ISO commercial general liability form CG 0001,or Business owners form BP 0002,
shall be clearly identified.
b) Include ISO endorsement form CG 25 04"Designated Location(s)General Aggregate Limit."
c) Include endorsement:indicating that coverage is primary and non-contributory,
d) Include endorsement to preserve Governmental Immunity. (Sample attached),
e) Include an endorsement that deletes any fellow employee exclusion.
f) Include additional insured endorsement for;
The Dubuque Metropolitan Area Solid Waste Agency,,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 20
10 (Ongoing operations).
g) If vendor utilizes Trikkes or Segways in the conduct of business, include an endorsement
reflecting that these vehicles are not excluded from Commercial General Liability coverage.
B) WORKERS' COMPENSATION & EMPLOYERS LIABILITY
Statutory benefits covering all employees injured on the job by accident or disease as prescribed by
Iowa Code Chapter 85 as amended.
Coverage A Statutory—State of Iowa
Coverage B Employers Liability
Each Accident $100,000
Each Employee-Disease $100,000
Policy Limit-Disease $500,000
Policy shall include an endorsement providing a waiver of subrogation to the Dubuque Metropolitan
Area Solid Waste Agency.
Page 2 of 3 Schedule A, Property Or Vendors(Suppliers,Service Providers)April 2014
Dmaswa
Dubuque Metropolitan Area Solid Waste Agency Insurance Requirements for Tenants
and Lessees of City Property or Vendors (Suppliers, Service Providers), and Right of
Way Permit Holders
Preservation of Governmental Immunities Endorsement
1. Nonwaiver of Governmental Immunity.The insurance carrier expressly agrees and states that the
purchase of this policy and the including of the Dubuque Metropolitan Area Solid Waste Agency,
Iowa as an Additional Insured does not waive any of the defenses of governmental immunity
available to the Dubuque Metropolitan Area Solid Waste Agency, 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 Dubuque Metropolitan Area Solid Waste Agency, 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 Dubuque Metropolitan
Area Solid Waste Agency, 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 Dubuque Metropolitan Area Solid Waste Agency, Iowa.
No Other Change in Policy.The above preservation of governmental immunities shall not otherwise
change or alter the coverage available under the policy.
SPECIMEN
Page 3 of 3 Schedule A, Property Or Vendors(Suppliers,Service Providers)April 2014
Dmaswa