Signed Contract_Green DuibuqueCONSULTING AGREEMENT
BETWEEN
THE CITY OF DUBUQUE, IOWA
AND
GREEN DUBUQUE, INC.
This Consulting Agreement (the "Agreement"), dated for reference purposes this
'2(,‘ day oftL. , 2012, is by and between the City of Dubuque, Iowa ("City"),
a municipal corporation and Green Dubuque, Inc. ("Consultant").
WHEREAS, City is in need of professional and technical services, including data
collection and analysis, outreach and education related to community greenhouse gas
emissions; and
WHEREAS, Consultant represents it is duly qualified and willing to perform such
professional and technical services set forth in this contract.
NOW THEREFORE, it is agreed by and between the parties hereto as follows:
SECTION 1. SCOPE OF CONSULTANT'S SERVICES.
1,1 Data Collection & Anal sis. Consultant will perform the following data collection
and analysis for City in a timely and satisfactory manner:
1) Consultant will collect and analyze data for the time period beginning on
May 7, 2012 and ending on October 1, 2012.
2) Consultant will provide a written summary of community greenhouse gas
("GHG") emissions for calendar years 2010 and 2011. Consultant will compare
and analyze GHG trends in light of national and local trends, and compare 2010
data to census data to determine correlations,
3) Consultant will provide analysis of barriers, gaps and market opportunities
and consult with other groups and individuals collecting similar data, including but
not limited to the University of Iowa.
1.2 Outreach. Consultant will implement an outreach program which runs from June
15, 2012 to October 1, 2012 consisting of the following:
1) Consultant will provide possible GHG reduction opportunities and build a
comprehensive list of potential strategies for local climate action, which will
include ongoing and prospective actions and serve as a foundation for routine
future updates by City. Each strategy will include a description, anticipated
annual impact on GHG emissions, affected sectors, timetable, anticipated costs
and benefits, and barriers to implementation.
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2) Consultant will design a business survey and administer such survey to
selected businesses with assistance from City and private sector partners.
3) Consultant will interview City Council and key City empoyees selected by
City.
4) Consultant will solicit public input through the Internet, public meetings and
grassroots efforts and provide progress updates to the public via the internet and
educational materials. City and Consultant will establish the timing and schedule
of such public relations efforts.
1.3 Technical Support. Consultant will provide the foliowing technical support for the
period from June 15, 2012 to October 1, 2012:
1) Consultant will provide technical assistance and analysis regarding
content and interpretation of written summary to City, including but not limited to
grant writing, bUdg8bDg, and performance indicators assistance not i0 exceed 20
hours.
2) Consultant will provide a comprehensive report on GHG emissions,
source data, and introductory training to City such that this report can he
referenced and updated in the future.
3) At City's request, Consultant rnust attend City Council meetings related to
the work set forth in this Agreement. Such requests must be made with
reasonable notice to aflow for Consultant's attenclance.
1.4 Final Report Preparation and Presentation. Consultant must prepare and
present one (1) mid-point and one (1) final presentation to City Council. The mid-point
presentation must be reviewed by City and presented to City Council by August 31,
2012. The final presentation must be reviewed by City and presented to City Council by
October 1, 2012. Consu!tant will meet periodicaUy with City to ensure that progress and
presentations are progressing adequately.
SECTION 2. CITY'S RESPONSIBILITY. Cdy, to the extent permitted by law, will
provide to Consultant all records, files and information needed for the project upon
Consultant's reasonable request. Upon Consultant's request, City will assist Consultant
in gathering data from other partners as needed to compTete a thorough analysis.
SECTION 3. TERM OF AGREEMENT. Consultant will begin work on this project on
June 15, 2012 and must complete all phases of the Project by October 31, 2012 (the
SECTION 4. TERMINATION.
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4.1 City may terminate this Agreement for any reason, with or without cause, upon
seven (7) calendar days' written notice to Consultant. If City terminates this Agreement
prior to completion of the Scope of Services, Consultant will be paid for all work and
services performed up to the time of termination. However, such sums shall not be
greater than the maximum provided in Section 7.
4.2 Upon termination of this Agreement, Consultant must furnish copies of all notes
and sketches, charts, computations, and any other data prepared or obtained by
Consultant pursuant to this Agreement without cost, and without restriction or limitation.
Consultant will not be liable for City's use of such documents on other projects.
SECTION 5. INSURANCE AND INDEMNIFICATION.
5.1 During the Term of this Agreement, Consultant must maintain insurance as set
forth in the attached Insurance Schedule A. Consultant must present a certificate of
insurance to City prior to beginning work on this project.
5.2 Consultant will indemnify and hold harmless City, its officers, agents and
employees, from and against all claims, damages, losses and expenses, including but
not limited to attorneys' fees, arising out of or resulting from performance of the
Agreement to the extent caused in whole or in part by actions, negligent acts or
omissions of Consultant, Consultant's subcontractor, or anyone directly or indirectly
employed by Consultant, Consultant's subcontractor or anyone for whose acts
Consultant or Consultant's subcontractor may be liable, regardless of whether or not
such claim, damage, loss or expense is caused in part by a party indemnified
hereunder.
SECTION 6. CONFIDENTIAL INFORMATION. All business, technical, creative and
financial information Consultant learns or obtains in connection with this Agreement and
services performed hereunder that is related to City or that is received by or for City in
confidence, constitutes "Confidential Information." Consultant will hold in confidence and,
except in performing services for City, not disclose or allow such Confidential Information
to be disclosed. Consultant will not at any time during the term of this Agreement or any
time thereafter divulge Confidential Information in any manner to any person other than
Consultant's employees or agents with a legitimate need to know in order to perform
services for City. Consultant's employees and agents have no expectation of privacy with
respect to City's telecommunications, networking or information processing systems and
any activity, files or messages on or use of those systems may be monitored at any time.
Confidential Information does not include any information that: i) is or becomes within the
public domain through no act of Consultant; ii) was in the possession of Consultant prior
to its disclosure under this Agreement as shown by written records; iii) is independently
developed by Consultant without reference to any Confidential Information; iv) is received
from a source other than City or its affiliates, employees, agents, subcontractors or
consultants without any restriction on its use or disclosure, as shown by written record; or
v) is required by law to be disclosed in the written opinion of Consultant's legal counsel.
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SECTION 7. COMPENSATION FOR SERVICES. Consultant will be paid
consideration in the amount of twenty -eight thousand five hundred dollars ($28,500) for
all services performed pursuant to this Agreement. Additionally, Consultant will be
reimbursed for incidental items including but not limited to meeting materials, printing
and supply costs actually and necessarily incurred by Consultant in the performance of
this Agreement in an amount not to exceed one thousand dollars ($1,000). All
compensation and reimbursement will be paid in a timely manner. However, failure of
Consultant to satisfactorily perform in accordance with this Agreement will constitute
grounds for City to withhold payment in an amount determined by City to be sufficient to
properly cornplete the project in accordance with this Agreement.
SECTION 8. FORCE MAJURE. A party's performance under this Agreement shall be
excused if, and to the extent that, the party is unable to perform because of actions due
to causes beyond its reasonable control such as, but not limited to, acts of God, the acts
of civil or military authority, loss of potable water source, floods, quarantine restrictions,
riots, strikes, commercial impossibility, fires, circumstances reasonably beyond the
control of the party obligated to perform, whether such other causes are related or
unrelated, sirnilar or dissimilar, to any of the foregoing, In the event of any such force
majeure, the party unable to perform shall promptly notify the other party of the
existence of such force majeure and shall be required to resume performance of its
obligations under this Agreement upon the termination of the aforementioned force
majeure.
SECTION 9. NOTICE. All notices and correspondence related to this Agreement must
be sent to the following:
Consultant:
City:
Jason Schatz
President
Green Dubuque, Inc.
1640 Lawndale
Dubuque IA 52001
Michael C. Van Milligen
City Manager
50 West 13th Street
Dubuque, IA 52001 -4845
Cori Burbach
Sustainability Community Coordinator
50 West 13`h Street
Dubuque, IA 52001 -4845
SECTION 10. MISCELLANEOUS.
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10.1 Consultant must not discharge or refuse to hire any individual because of race,
color, religion, sex, national origin, disability, age, marital status, gender identity, or
sexual orientation. Consultant must not discriminate against any individual in terms,
conditions, or privileges of employment because of race, color, religion, sex, national
origin, disability, age, marital status, gender identity, or sexual orientation. Consultant
must prohibit any contractors or subcontractors hired by Consultant in connection with
this Agreement from committing any of the discriminatory employment practices
described herein.
10.2 This Agreement shall be binding upon the successors and assigns of the parties
and may not be assigned without the written consent of both parties.
10,3 Consultant must comply with all applicable state, federal, and local laws or
ordinances in the performance of this Agreement.
10.4 If any part of this Agreement is found invalid, the remaining parts of this Agreement
will be deemed valid and severable and shall continue in full force and effect.
10.5 Consultant acknowledges that Iowa Code §362.5 prohibits a City officer or
employee from having an interest in a contract with City, and certifies that no employee or
officer of City, which includes members of the City Council and City boards and
commissions, has or will have a prohibited interest, directly or indirectly, in this
Agreement.
10.6 This Agreement is governed by the laws of the State of Iowa and venue for any
action with respect to this Agreement will be in Dubuque County, Iowa.
CITY OF DUBUQUE, IOWA GREEN DUBUQUE, INC.
By:
Michael C. Van Milligen, City Manager
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By: -'
%�ason Schatz, President
1.
Ins Lance Schedule A
shall furnish a signed Certificate of Insurance to the City of Dubuque, Iowa for the
coverage required in Exhibit I prior to contract inception and at the end of the contract if the term of
contract is longer than 60 days. Each Certificate shall be prepared on the most current ACORD form
approved by the Iowa Department of Insurance or an equivalent.
2. All policies of insurance required hereunder shall be with a carrier authorized to do business in Iowa and
all carriers shall have a rating of A or better in the current A.M. Best's Rating Guide.
3, Each Certificate shall he furnished to the contracting department of the City of Dubuque.
4. Failure to provide minimum coverage shall not be deemed a waiver of these requirements by the City of
Dubuque, Failure to obtain or maintain the required insurance shall be considered a material breach of
this agreement.
5. All required endorsements to various policies shall he 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 150 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.
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Insurance Schedule A (continued
Exhibit 1
A) COMMERCIAL GENERAL LIABILITY
General Aggregate Limit $2,000,000
Products - Completed Operations Aggregate Limit $1,000,000
Personal and Advertising Injury Limit $1,000,000
Each Occurrence $1,000,000
Fire Damage Limit (any one occurrence) $ 50,000
Medical Payments $ 5,000
a) Coverage shall be written on an occurrence, not claims made, form. All deviations from the
standard ISO commercial general liability form CG 0001, or Business owners form BP 0002,
shall be clearly identified.
b) Include ISO endorsement form CG 25 04 "Designated Location(s) General Aggregate Limit."
c) Include endorsement indicating that coverage is primal y and rron- contributory.
d) Include endorsement to preserve Governmental Immunity. (Sample attached).
e) Include additional insured endorsement for:
The City of Dubuque, including all its elected and appointed officials, all its employees
and volunteers, all its boards, commissions and /or authorities and their board members,
employees and volunteers.
using ISO form CG 2026.
B) WORKERS' COMPENSATION & EMPLOYERS LIABILITY
Coverage A
Coverage B
Statutory —State of Iowa
Employers Liability
Each Accident $100,000
Each Employee- Disease $100,000
Policy Limit - Disease $500,000
a) Policy shall include an endorsement providing a waiver of subrogation to the City of
Dubuque.
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Preservation of Governmental Immunities Endorsement
1. Nonwaiver of Governmental Immunity. The insurance carrier expressly agrees and states
that the purchase of this policy and the including of the City of Dubuque, Iowa as an
Additional Insured does not waive any of the defenses of governmental immunity available
to the City of Dubuque, Iowa under Code of Iowa Section 670.4 as it is now exists and as it
may be amended from time to time.
2. Claims Coverage. The insurance carrier further agrees that this policy of insurance shall
cover only those claims not subject to the defense of governmental immunity under the
Code of Iowa Section 670.4 as it now exists and as it may be amended from time to time.
Those claims not subject to Code of Iowa Section 670.4 shall be covered by the terms and
conditions of this insurance policy.
3, Assertion of Government Immunity. The City of Dubuque, Iowa shall he responsible for
asserting any defense of governmental immunity, arid may do so at any time and shall do so
upon the timely written request of the insurance carrier.
4. Non - Denial of Coveracte„ The insurance carrier shall not deny coverage under this policy
and the insurance carrier shall not deny any of the rights and benefits accruing to the City of
Dubuque, Iowa under this policy for reasons of governmental immunity unless and until a
court of competent jurisdiction has ruled in favor of the defense(s) of governmental immunity
asserted by the City of Dubuque, Iowa.
No Other Change in Policy. The above preservation of governmental immunities shall not
otherwise change or alter the coverage available under the policy.
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1.
Insurance Schedule A
shall furnish a signed Certificate of Insurance to the City of Dubuque, Iowa for the
coverage required in Exhibit I prior to contract inception and at the end of the contract if the term of
contract is longer than 60 days. Each Certificate shall be prepared on the most current ACORD form
approved by the Iowa Department of Insurance or an equivalent.
2. All policies of insurance required hereunder shall be with a carrier authorized to do business in Iowa and
all carriers shall have a rating of A or better in the current A.M. Best's Rating Guide.
Each Certificate shall be furnished to the contracting department of the City of Dubuque.
4. Failure to provide minimum coverage shall not be deemed a waiver of these requirements by the City of
Dubuque. Failure to obtain or maintain the required insurance shall be considered a material breach of
this agreement.
5. All required endorsements to various policies shall he 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.
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insurance Sche
U �� A �U
Exhibit 1
A) COIV1MERCIAL GENERAL LIABILITY
continued
General Aggregate Limit $2,000,000
Products..Completed Operations Aggregate Limit $1,000,000
Personat and Advertising lnjury Limit $1,000\000
Each Occurr
ence $1,000,000
Fire Damage Limit (any one occurrence) $ 50,000
Medical Payments ayment s $ 5,000
a) Coverage shalt be written on an occurrence, not claims niade, form. Alt deviations from the
standard ISO commercial general liability form CG 0001, or Business owners form BP 0002,
shalt be dearty identified.
b) Include ISO endorsement form CG 25 04 "Designated Location(s) General Aggregate Limit."
c) lnclude endorsement indicating that coverage is primary and oon'noniribuio/y,
d) Include endorsement to preserve Governmental Immunity. (Sample attached),
e) Include additional insured endorsement for:
The City of Dubuque, including all its elected and appointed officials, all its employees
and volunteers, all its boards, commissions and/or authorities and their board members,
employees and votunteers.
using ISO form CG 2026.
B) WORKERS' COMPENSATION & EMPLOYERS LIABILITY
Coverage A
Coverage B
Statutory—State of Iowa
Employers Liability
Each Accident $10\000
Each Employee-Disease $100000
Policy Limit-Disease $500,000
a) Policy shall include an endorsement providing a waiver of subrogation to the City of
Dubuque.
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Preservation of Governmental Immunities Endorsement
1 Nonwaiver of Governmental Immunity. The insurance carrier expressly agrees and states
that the purchase of this policy and the including of the City of Dubuque, Iowa as an
Additional Insured does not waive any of the defenses of governmental immunity available
to the City of Dubuque, Iowa under Code of Iowa Section 670.4 as it is now exists and as it
may be amended from time to time.
2. Claims Coverage. The insurance carrier further agrees that this policy of insurance shall
cover only those claims not subject to the defense of governmental immunity under the
Code of Iowa Section 670.4 as it now exists and as it may be amended from time to time.
Those claims not subject to Code of Iowa Section 670.4 shall be covered by the terms and
conditions of this insurance policy.
3. Assertion of Government Immunity. The City of Dubuque, Iowa shall be responsible for
asserting any defense of governmental immunity, and may do so at any time and shall do so
upon the timely written request of the insurance carrier.
4. Nora- Denial of Coverage The insurance carrier shall not deny coverage r.irrder 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 clefense(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.
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