Signed Contract_CEC Port of Dubuque Technology SupportMasterpiece on the Mississippi
TO: Michael C. Van Milligen, City Manager
FROM: Marie L. Ware, Leisure Services Manager
SUBJECT: Technology Support Contract Agreement for Marina
DATE: September 19, 2013
INTRODUCTION
ubuque
An- Amenca City
2007 > 2012 2013
The purpose of this memo is to request approval of a contract for technology support for
the Port of Dubuque Marina.
BACKGROUND
The marina operations include numerous technologies from phones to computers to fuel
systems, cameras, fire suppression systems and more. Chris Kohlmann shared this
would need to be contracted versus handled by her department.
DISCUSSION
Chris Kohlmann had us work with CEC. Bob Schiesl worked with CEC to make sure
the systems were all included in the proposal. Chris reviewed the attached proposal
from CEC and approves of it. The budget approved by Council for the marina contains
an expense line item for a technology support contract. The attorney's office has
reviewed and approved as well. This review and subsequent changes to the agreement
by CEC took almost four months. All parties are now agreeable to the agreement.
RECOMMENDATION
recommend approval of the contract.
MLW:et
attachment
copy Chris Kohlmann
Bob Schiesl
Barry Lindahl
1
Service A reement & Statement of Work
COM In LI nications
engineering company
June 1, 2013 = May 31, 2016
PREPARED FOR:
CITY OF DUBUQUE
PORT OF
u
UQUE - MARINA
ON
SEPTEMBER 10, 2013
'13
Statement of Work
communications
engineering company
Statement of Work Timeframe:
This Service Agreement will run from June 1, 2013 to May 31, 2016 during on- season (April 15t — November 30th) &
off - season (December ft — March 315t). Unless otherwise stated, at the end of this timeframe CEC and City of
Dubuque (Port of Dubuque - Marina) will endeavor to review this Service Agreement and update the Equipment
List. CEC's normal business hours are 7:30am to 4:30pm Monday through Friday, exclusive of CEC- observed
holidays.
Response Time:
Response time for this Service Agreement begins when City of Dubuque (Port of Dubuque — Marina) contacts the
CEC Customer Support Center (CSC), via the telephone numbers listed below. Emails, recommended for non -
emergencies only, are processed as received and may delay CEC Response Time. Once the CSC is contacted, City of
Dubuque (Port of Dubuque — Marina) is offered a callback within two (2) hours and a Technician onsite within four
(4) hours during the on- season. During the off - season City of Dubuque (Port of Dubuque — Marina) is offered a
callback within four (4) hours and a Technician onsite the Next Business Day. Response times are valid for items on
the attached Equipment List on a 24x7 basis during the on- season & 8x5 basis during the off - season. Calls
requiring a response outside of these noted response times and /or hours, or for items not on the attached
Equipment List, will be billed to City of Dubuque (Port of Dubuque — Marina) at CEC's T &M rates. The CSC phone
numbers are:
Hiawatha (319) 294 -9000 x1299
Iowa City (319) 338 - 1281 x1299
Davenport (563) 386 -0377 x1299
Des Moines (515) 278 -6642 x1299
Toll free (866) 423 -2247
Email cecservice @ceciowa.com (email for non - emergencies only)
Service Agreement Labor:
CEC Labor to repair items on the attached Equipment List, from normal use and service, is included with this
Service Agreement when performed during the Response Time(s) noted above. Normal use and service does not
include negligence, misuse, external force or physical abuse, loss of electrical power or power fluctuation. Labor
completed outside of the Response Time(s) noted above, for items not on the attached Equipment List, or for
repair of items outside of normal use and service, will be billed to City of Dubuque (Port of Dubuque — Marina) at
CEC's T &M rates. Labor on IT, Structured Cable & Telephony will also be billed at CEC's T &M rates. Lift rental or
rental of specialized equipment needed for repair of equipment is not included with this Service Agreement.
Parts Replacement:
Component Parts Replacement is included with this Service Contract from normal use and service of items on the
attached Equipment List. Advanced system replacement, complete system replacement and replacement of
physically damaged equipment is not included in this Service Contract. CEC Technicians do not carry equipment on
their trucks. CEC Technician will first attempt to troubleshoot and /or repair the defective equipment, if unable to
do so CEC will send the unit to the manufacturer for factory repair. CEC will extend any manufacturer warranty; in
the event that the unit is out of warranty and there is a charge to repair the unit a quote will be sent to the person
listed as the case contact. City of Dubuque (Port of Dubuque — Marina) will have the option to repair the defective
unit or purchase a new unit.
Next Business Day Parts Replacement is included with this Service Agreement, through ShoreCare from normal use
and service of items on the attached Equipment List. Advanced system replacement, complete system
replacement and replacement of physically damaged equipment is not included in this Service Agreement. In order
to ensure proper coverage through ShoreCare, all model numbers and serial numbers of chassis' and component
cards must be shown on the attached Equipment List.
PAGE 2 OF 11 FOR PORT OF DUBUQUE - MARINA
September 10. 2013
Preventative Maintenance:
If selected, semi - annual Preventative Maintenance (PM) checks will be performed for AVE and Fire Alarm
equipment on the attached Equipment List. Equipment scheduled to be PM'd, but which is not available at the
scheduled time, will not have a Preventative Maintenance check performed. City of Dubuque (Port of Dubuque —
Marina) can request this equipment to be PM'd at a different date on a T &M basis.
Labor will be billed on a T &M basis for CEC technicians that are turned away for a scheduled PM check.
Software Updates:
Software Updates are included with this Service Agreement for the items on the attached Equipment List. CEC
labor to install software updates is included with this Service Agreement.
Annual Fire Alarm Inspection:
CEC will annually test, inspect and diagnosis the fire alarm system. This work will be performed by properly trained
and certified CEC technicians using specialized equipment required to ensure proper system maintenance.
T &M =CEC time and materials rates.
Advanced Replacement - Loaner equipment during out of office maintenance period (i.e. radio, camera, monitor, etc.).
PAGE 3 OF 11 FOR PORT OF DUBUQUE - MARINA
September 10, 2013
Equipment List*
communications
engineering company
1 FOR PORT OF DUBUQUE - MARINA
September 10. 2013
-c• tfi�v
Qty
Part #
Description
2
Aiphone -LEM -3
Master Station
1
Aiphone -LE -A
Surface Mount Station
1
Aiphone- LE -SSR
Flush Mt. 2 Gang SS Station w /Red Mushroom Button
1
Aiphone- LE -SS -1G
Flush Mt. 1 Gang SS Station
2
Aiphone- SKK -620B
Power Supply
3
Aiphone- DAK -2S
Dual Master Adapter - 1 per ch.
1
Samsung- RKP217 -S801 -Opt E
Rack Mount Monitor w/ KVM
1
Altronix- AL4000LPD8
Lock Power Supply & PD8 w /cabinet - 4 Amp
7
ABS- 12V7T1PC
Battery - 12V -7AH
6
Bosch -DS160
PIR - Request to Exit Motion - Gray
3
Lenel- 5365 -EGP00
MiniProx, Gray
1
Lenel - NGP- 2220UL
(1) NGP- 2220UL intelligent system controller
4
Lenel -NGP- 1320 -UMP
NGP -1320 Dual Door Controller
3
Lenel- 120 -3650L
Intelligent Power Supply, with UL enclosure, without
transformer.
1
Lenel- 859 -2244
120VAC Transformer /Wall Wart
1
Lenel- NGP -UP -2X21
Upgrade from NGP -2220 to NGP - 22201, Add Intrusion Features.
1
Lenel -NGP- 1100 -UMP
Alarm Input Board
2
Lenel- NGP -CKGE
LCD Keypad with ext reader interface, Gray.
1
Lenel- 120 -3633L
Modem, required for central station communication
1
Bosch- DS1110I
Glass Break Tester
5
Bosch- DA1103i
Glass Break Detector
5
Bosch -DS307
Motion Detector
5
Bosch -B328
Mounting Bracket for DS307(use if required)
1
Bosch -D116
Alarm Annunciator /Siren
1
HP- 643412 -S01
Proliant DL320 G6 E5620Access Control Administration Server
12
GRI- 8080 -TWG -B
Flush Door Contact - Wide Gap, Brown
5
Lenel- 5395 -CK100
ThinLine 11 Switch Plate Reader -Black
1
Sentrol- 2505A -L
Surface Mount -3" Gap Door Contact - w/ 36" armor cable -
2
Lene1- 859 -2244
120VACTransformer /Wall Wart
2
Lenel- 5355 -AGKO9
ProxPro, Gray, w/ Keypad, (12 VDC)
1
Altronix- AL4000LPD8CB
Lock Power Supply & PD8 w /cabinet - 4 Amp
1 FOR PORT OF DUBUQUE - MARINA
September 10. 2013
Qty Part #
Description
1
EST- FSP502GD
Conventional Fire Alarm Control Panel, 5 Class B IDC zones, 2 Class B NAC's,
3.5A NAC Power, Gray enclosure, 120V, includes upload /download DACT
2
Portalac- PE12V7.2 (N01)
Battery - 12V, 7.2AH
1
EST - 270 -SPO
Fire Alarm Manual Station - Single Pole, Terminals
14
EST- EC30U -3
Smoke Detector - Photoelectric type
8
EST - CSBU -1
Standard Detector Base with Terminals
4
EST- EC2OFTU -3
Heat Detector -135 deg F fixed temperature type
2
EST- EC2ORRU -3
Heat Detector -135 deg F rate -of- rise /rate compensation type
11
EST- G1F -HDVM
Horn /Strobe - Multi -cd temporal, hi /lo dB - 24V, White w /FIRE
1
EST -G 1F -VM
Strobe - Multi -cd, 24V, White w /FIRE
PAGE 5 OF 11 FOR PORT OF DUBUQUE - MARINA
September 10, 2013
r- :r:s,z:rrr
Qty
Part #
Description
2
Samsung -B2230
21 "LCD Monitor
1
POWERDSINE INC.- PD- 3512/AC
POE Midspan -12 port
1
lomins- DE3TB380Q2A
Dell Server w /3TB Raid 5
8
Axis- P3344 -V 6mm
IP Dome Camera, 720P, vari - focal, remote focus
3
Axis - P3344- VE -12mm
Exterior IP Camera Dome -720P, varifocal, remote focus
6
Axis - 5502 -321
Pendant Kit for P33xx -VE
4
Axis- T91A61
Pendant Wall Mount for P33xx -VE
2
HP- A2W45UT #ABA
Video Client Workstation
2
HP- FY943UT
NVIDIA Quantro 295 w/ 256 MB
1
HP-- FH973AT
DVI Adapter F/M
3
Axis- P3364- VE -12mm
Exterior IP Camera Dome - With Lightfinder -720P, varifocal, remote
focus
1
Peerless - PLCM- UNL -CP
Universal Flat Panel Ceiling Mount
1
FSR -CDA -2
VGA Distribution Amp
1
L- Com- CTLB3VGAMM -50T
VGA Cable - Male to Male - 50 ft
Qty Part #
Description
1
EST- FSP502GD
Conventional Fire Alarm Control Panel, 5 Class B IDC zones, 2 Class B NAC's,
3.5A NAC Power, Gray enclosure, 120V, includes upload /download DACT
2
Portalac- PE12V7.2 (N01)
Battery - 12V, 7.2AH
1
EST - 270 -SPO
Fire Alarm Manual Station - Single Pole, Terminals
14
EST- EC30U -3
Smoke Detector - Photoelectric type
8
EST - CSBU -1
Standard Detector Base with Terminals
4
EST- EC2OFTU -3
Heat Detector -135 deg F fixed temperature type
2
EST- EC2ORRU -3
Heat Detector -135 deg F rate -of- rise /rate compensation type
11
EST- G1F -HDVM
Horn /Strobe - Multi -cd temporal, hi /lo dB - 24V, White w /FIRE
1
EST -G 1F -VM
Strobe - Multi -cd, 24V, White w /FIRE
PAGE 5 OF 11 FOR PORT OF DUBUQUE - MARINA
September 10, 2013
*All IT, Structured Cable & Telephony labor & parts repair /replacement will be billed at CEC's T &M rates.
� F t
tic i WO_..
Qty Part #
Description
1
ShoreTel -60109
ShoreTel Small Business Edition 20 user, Analog Trunking w/
ShoreTel 90 & Server— Includes licensing
2
ShoreTel -10217
ShorePhone IP115
1
ShoreTel -10196
ShorePhoneIP230
2
ShoreTel -10219
ShorePhone IP265
2
ShoreTel -10195
115 Wall Mount Kit
1
ShoreTel -10211
230 Wall Mount Kit
1
Corte Ico- 255444 -V BA -44 M
2554 Analog Wall Phone
1
ShoreTel -60047
Analog Harmonica and Telco cable (FF)
1
ShoreTel -10223
ShoreGear Rack Mount Tray Gen4
PAGE 6 OF 11 FOR PORT OF DUBUQUE - MARINA
September 10. 2013
Authorization to Proceed
CEC is authorized to proceed with the Service Agreement coverage in accordance with the attached Statement of
Work. CEC and City of Dubuque (Port of Dubuque — Marina) acknowledge that this Statement of Work is subject to
the Terms and Conditions of the "Service Agreement Master Agreement ", attached hereto and incorporated
herein as Exhibit A.
Please select your Service Agreement coverage levels by checking the box next to the desired
line items.
CEC Service Contract Price:
X
AV /E & Fire
24x7 w /2x4 Response Time: April 1st — November 30th
24x7 Labor Coverage: April 1st — November 30th
8x5 w /NBD Response Time: December 1st — March 315t
8x5 Labor Coverage: December 1st— March 31st
IT & Telephony
24x7 w /2x4 Response Time: April 1st — November 30th
8x5 w /NBD Response Time: December 1st — March 31st
Licensing
Lenel SUSP Coverage (1 -Year)
Milestone Service Support (1 -Year)
ShoreTel Partner Support — No Phones (1 -Year)
Brocade Support
Option 1: Annual Service Contract Total
$9,114.87
Check box if PO is not needed
Parts Coverage AV /E & Fire
$1,575.00
IT & Telephony Parts & Labor
T &M Rates
Semi - Annual PM Checks for AV /E & Fire
$3,000.00
Option 2: Annual Service Contract Total
$13,689.87
Check box if PO is not needed - _____a ________± _______ - --
® Service Agreement Prices are valid for 30 days from date in authorization block below
o Taxes and handling costs, where applicable, are not included in the Service Agreement cost.
PAGE 7 OF 11 FOR PORT OF DUBUQUE - MARINA
September 10. 2013
Authorization to Proceed
Authorized Signature(s) & Date
City 1f Dubuque (Port of Dubuque— Marina)
Date
Tony Hill
Account Executive, CEC
September 10, 2013, 7:45:44 AM
Date
After hours contact information:
In some instances, a customer may need to be contacted after normal business hours by CEC. Please provide a valid after -hours contact name
and phone number.
Contact Name (please print)
Contact Phone Number
PAGE 8 OF 11 FOR PORT OF DUBUQUE - MARINA
September 10. 2013
SERVICE CONTRACT MASTER AGREEMENT ( "Agreement ") — Exhibit A
Between Communications Engineering Company ( "CEC ") and City of Dubuque (Port of Dubuque — Marina) ( "Customer").
Recitals: i. It is anticipated that CEC will provide services to Customer as identified on attached Statements of Work
( "Statements of Work ").
ii. CEC and Customer desire to set forth the terms and conditions that will govern the Statements of Work.
In consideration of the mutual obligations set forth in this Agreement and the separate Statements of Work, CEC and customer agree
as follows:
1. STATEMENT OF SERVICES
A. Scope of Agreement. This Agreement contains the final and complete agreement and understanding with respect to the subject
matter hereof and super -cedes all prior agreements, proposals, negotiations, letters of intent, or other correspondence, whether
written or oral, relating to the services performed hereunder.
B. Statement of Work. CEC shall provide standard maintenance, monitoring, updates, and general service as identified on the
Statements of Work and agreed to by the parties ( "Services "). Each such Statement of Work shall contain a detailed written
description of the Services to be performed, the term of performance and the cost of providing the Services. Each such Statement of
Work is incorporated into and made a part of this Agreement. Service, maintenance or repair resulting from configuration changes
made or attempted by persons unauthorized by CEC is excluded from the Statement of Work. Any work done by CEC that is non -
system related or not covered by the Statement of Work, will be billed to the Customer at Time and Materials rates.
C. Customer Responsibilities. Customer warrants that all equipment listed in the Statements of Work ( "Equipment ") is in good
working order and is installed or operating according to the original manufacturer's specifications. Customer agrees to prevent
unauthorized service to Equipment. Such unauthorized service to Equipment shall, in CEC's sole discretion, be cause for a material
breach hereunder and /or cause CEC to immediately terminate Services as to that piece of Equipment. Customer has no right to a
refund or offset payment attributable to any such termination of Services to the Equipment.
D. Exclusions from Standard Maintenance. Specific items excluded from standard maintenance include, but are not limited to: base
station antenna; base station transmission lines; base station multi- coupler; tower or tower lighting; external power supply system
and /or battery; pager or portable batteries; pager or portable accessories (speaker mics, etc.); reprogramming of Equipment with
different parameters; diagnostics to locate external interfering signals; CCTV video tube.
E. Telephone Lines. Where telephone lines and Equipment are used in conjunction, CEC has no responsibility for such telephone lines.
Upon request and mutual agreement of the parties, CEC will, at time and material rates, assist telephone- company in repairing
problems. Service, maintenance or repair resulting from configuration changes made or attempted by persons unauthorized by CEC is
also excluded from the maintenance agreement. Any work done by CEC that is non - system related or not covered by the Statement of
Work, will also be billed to the Customer at time & material rates.
F. Obsolete Equipment. Obsolete equipment is defined by CEC as equipment that is no longer manufactured or for which parts are no
longer available from the manufacturer. Obsolete equipment that is found by CEC technicians, and is listed on the Statement of Work,
will be recommended for replacement or removal from the customers system. CEC will make a reasonable attempt to repair the
Obsolete Equipment, provided parts are available from another source. It is the sole responsibility of the Customer to replace Obsolete
Equipment.
G. CEC Responsibilities. CEC will meet all response times, both callback and onsite times, and keep Equipment in working order — as
set forth in the Statement of Work. CEC shall assume sole responsibility for the supervision of its staff assigned to perform work under
the Statement of Work. CEC may, in its sole discretion, appoint a third party to complete any work on behalf of and for CEC.
Appointment of a third party will not relieve CEC of its duties or obligations hereunder.
2. PAYMENT
A. All Services performed by CEC that are not covered by the Statement of Work shall be rendered on a time and materials basis.
B. Invoices shall be rendered to Customer prior to commencement of Services. Payments are due in full within thirty (30) days of
invoice date.
C. If Customer fails to pay any amounts due within thirty (30) days of it being due, Customer shall be charged a finance charge of
1 % % per month or any part thereof, on the complete outstanding principle, until Customer becomes current with its account. CEC
reserves the right to apply any payment towards outstanding finance charges prior to any principle balance due hereunder.
D. If Customer becomes more than thirty (30) days delinquent, in CEC's sole discretion, such delinquency shall be considered a
material breach hereunder and CEC can either suspend the Services until Customer becomes current or terminate this Agreement
and /or any applicable Statement of Work. Suspension or termination of Services pursuant to this Section 2.D. shall not affect any other
rights or remedies available to CEC hereunder.
E. Any and all taxes, except income taxes, imposed or assessed by reason of this Agreement or its performance, including but not
limited to sales or use taxes, shall be paid by the Customer. CEC shall not be responsible for any taxes or penalties assessed by reason
of any claims that CEC is an employee of Customer. Customer and CEC hereby specifically agree and acknowledge that CEC is not an
employee or agent of Customer.
3. CONFIDENTIALITY
A. Definition of Confidential Information. The term "Confidential Information" shall mean matters relating to Customer's business
activities or CEC's business activities that is in written form and clearly marked "Confidential" (or words of similar impact).
B. Standard of Care. To the extent permitted by law, during the term of this Agreement each party shall use its best efforts to hold all
Confidential Information in confidence.
4. WARRANTY OF PERFORMANCE
A. Standard of Performance. CEC shall exercise reasonable efforts to perform the Services in accordance with each Statement of Work
in a reasonable manner.
PAGE 9 OF 11 FOR PORT OF DUBUQUE - MARINA
September 10. 2013
B. Manufacturer's Warranties. When permitted by the manufacturers, CEC will pass through to Customer the manufacturer's
warranties on equipment and material provided by CEC pursuant to a Statement of Work.
C. Disclaimer of Warranties. THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,
STATUTORY OR OTHERWISE, AND CEC HEREBY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON- INFRINGEMENT, AND QUALITY OF SERVICE. CEC
WARRANTIES RUN ONLY TO THE CUSTOMER AND NOT TO THIRD PARITES.
5. INDEMNIFICATION & LIMITATION of LIABILITY
A. Indemnification. Customer agrees, to the fullest extent permitted by law, to indemnify and hold harmless CEC, its officers,
directors and employees and subcontractors against all damages, liabilities or costs, including reasonable attorneys' fees and defense
costs, to the extent caused by the Customer's negligent acts under this Agreement and that of its subcontractors or anyone for whom
the Customer is legally liable.
CEC agrees, to the fullest extent permitted by law, to indemnity and hold harmless the Customer, its officers, directors, employees and
subcontractors against all damages, liabilities or costs, including reasonable attorneys' fees and defense costs, to the extent caused by
CEC's negligent acts under this Agreement and that of its subcontractors or anyone for whom the Customer is legally liable.
Neither the Customer nor CEC shall be obligated to indemnify the other party in any manner whatsoever for the other party's
negligence.
B. Breach of Contract. IN AN ACTION BETWEEN THE PARTIES FOR BREACH OF THIS AGREEMENT, NIETHER PARTY SHALL BE LIABLE TO
THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING FROM, CONNECTED WITH,
OR RELATING TO THIS AGREEMENT OR ANY STATEMENT OF WORK, INCLUDING BUT NOT LIMITED TO BODILY OR PHYSICAL INJURY,
DEATH, LOSS OF PROFITS OR REVENUE, LOSS OF GOODWILL, ATTORNEYS FEES, DAMAGE TO BUSINESS OR BUSINESS RELATIONS, OR
DAMAGES FOR ECONOMIC LOSSES OR PROPERTY DAMAGE ARISING FROM, CONNECTED WITH, OR RELATING TO SUCH PARTY'S ACTS
OR OMISSIONS.
6. INSURANCE
During the term of this agreement, CEC will carry the following minimum levels of insurance in accordance with the "City of Dubuque
Insurance Requirements for Professional Services" attached as "Insurance Schedule C ".
A. Commencement 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 60 endorsement form CG 25 04 "Designated Location(s) General Aggregate Limit" or CG 25 03 "Designated Construction
Project (s) General Aggregate Limit" as appropriate.
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 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 60 form CG 2026.
B. Automobile Liability. $1,000,000 (Combined Single Limit)
C. Workers' Compensation & Employers Liability.
Statutory benefits covering all employees injured on the job by accident or disease as prescribed by Iowa Code Chapter 85 as amended.
Coverage A Statutory —State of Iowa
Coverage 6 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 Umbrella Carrier.
D. Umbrella Liability. $1,000,000
Umbrella liability coverage must be at least following form with the underlying policies included herein.
E. Professional Liability. $1,000,000
7. TERM AND TERMINATION
A. Commencement Date. This Agreement becomes effective on the date the Statement of Work is signed by CEC and Customer. The
term of this Agreement will terminate upon the earlier of: (i) CEC and Customer fulfilling all of their obligations under all Statements of
Work; or (ii) Thirty (30) days after either party provides written notice to the other party that this Agreement and all associated
Statements of Work are being terminated. If this Agreement is terminated as provided in subparagraph (ii) of this Section, Customer
shall pay CEC for all services provided through the termination date, and all direct expenses incurred by CEC in connection with this
Agreement and the Statements of Work, including by way of illustration, but not necessarily limited to, any manufacturer service
Agreements that CEC has purchased in connection with this Agreement or any of the Statements of Work.
8. INDEPENDENT AGREEMENTORS.
In the performance of this Agreement, CEC, together with its staff, is acting as an independent Agreementor and not as an employee
or agent of Customer.
PAGE 10 OF 11 FOR PORT OF DUBUQUE - MARINA
September 10. 2013 •
9. GENERAL PROVISIONS
A. Entire Agreement. This Agreement, and any applicable Statements of Work, are the complete and final statement of the
Agreement between the parties and supersedes all proposed oral or written communications, and any and all other communications
between the parties relating to the subject matter of this Agreement. This Agreement and any Statement of Work entered into
hereunder shall control and govern the relationship between the parties. Additional and contrary terms or conditions, proposed orally
or in writing by Customer, shall be null, void and of no effect.
B. Governing Law. This Agreement shall be governed by the substantive and procedural laws of the State of Iowa without regard to its
conflict of laws provisions. The exclusive forum for all disputes shall be the federal and state courts located in Dubuque County, Iowa.
Each of the parties hereto consent and submit to the jurisdiction of those courts and further agree that the service of any process,
summons, notice or document in the manner set forth in subparagraph C of this paragraph shall be effective service for purposes of
any litigation in any such court.
C. Notices. Any notice, consent, approval, request, demand or other communication required or permitted hereunder must be in
writing to be effective and shall be delivered as follows (i) personally delivered; (ii) facsimile with electronic confirmation; (iii) U.S.
Postal Service mail, postage prepaid, certified or registered mail, return receipt requested or (iv) Federal Express, United Parcel Service
or such other delivery service with signature release requested, addressed as follows:
CEC
Tony Hill
6230 N Brady St.
Davenport, IA 52806
Notice is effective upon receipt. Place of notice to be given by each respective party may be changed by such party giving to the other
written notice thereof as herein provided.
D. Injunctive Relief. CEC shall have the option to bring court proceedings to seek an injunctive or other equitable relief to enforce any
right, duty or obligation under this Agreement. Injunctive relief is limited solely to a temporary restraining order or preliminary
injunction.
E. Attorney's Fee and Expenses. Each party shall be responsible for their own attorney's fees, court costs and expenses in any action
to enforce the terms of this Agreement if CEC is the prevailing party.
F. Force Majeure. Neither party shall be liable or deemed to be in default for any delay or failure in performance under this
Agreement or interruption of service resulting, directly or indirectly, from acts of God, civil or military authority, acts of the public
enemy, war, riots, civil disturbances, insurrections, accidents, fire, explosions, earthquakes, floods, the elements, strikes, labor
disputes, unavailability at reasonable costs of materials, labor or transportation, breakdown of equipment, or any causes beyond the
reasonable control of such party. Such party, upon giving written notice to the other of the force majeure condition, shall be excused
from performance to the extent such prevention or restriction; provided, however, that the affected party shall use its best efforts to
remove such condition as soon as possible.
G. Lifetime Warranty on Quality of Workmanship.
What's Covered: The system's physical installation performed by authorized CEC personnel.
What's Not Covered:_ Equipment; work performed by others including installation, tampering, alteration, modification, service and
maintenance.
H. Equipment.
What's Covered: All equipment provided by CEC will be covered by the manufacturer's warranty. All labor related to equipment
warranty will be equal to the manufacturer's warranty, not to exceed one year.
What's Not Covered: Anything excluded in the manufacturer's warranty.
I. Other Warranty Conditions.
All CEC warranty related labor is performed during CEC normal business hours. Response time will be handled as a service call and
prioritized accordingly.
Shipping and Handling is not covered.
Extended Warranty, Service, and Maintenance contracts which could include 24x7x365 coverage with guaranteed response time are
available and supersede all stated warranties. Contact CEC for more information.
«END OF SERVICE AGREEMENT MASTER AGREEMENT»
PAGE 11 OF 11 FOR PORT OF DUBUQUE - MARINA
September 10, 2013
City of Dubuque Insurance Requirements for Professional Services
1.
Insurance Schedule C
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. Providers 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. Each certificate shall include a
statement under Description of Operations as to why issued. Eg: Project # or Lease of premises
at or construction of
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 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. Subcontractors and sub subcontractor performing work or service shall provide a Certificate of Insurance
in accord with Exhibit I.
6. All required endorsements to various policies shall be attached to Certificate of insurance.
7. 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.
8. Provider shall be required to carry the minimum coverage /limits, or greater if required by law or other
legal agreement, in Exhibit I.
9. Whenever an ISO form is referenced the current edition of the form must be used.
Page 1 of 3 Schedule C, Professional Services April, 2013.Doc
City of Dubuc ue Insurance Require s-nents for Pr ffess ".nal Services
insirance Sche in C
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"
or CG 25 03 "Designated Construction Project (s) General Aggregate Limit" as appropriate.
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 City of Dubuque, including all its elected and appointed officials, all its employees
and volunteers, all its boards, commissions and /or authorities and their board members,
employees and volunteers. Use ISO form CG 2026.
B) AUTOMOBILE LIABILITY $1,000,000 (Combined Single Limit)
C) WORKERS' COMPENSATION & EMPLOYERS LIABILITY
Statutory benefits covering all employees injured on the job by accident or disease as prescribed by
Iowa Code Chapter 85 as amended.
Coverage A
Coverage B
Statutory —State of Iowa
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 Umbrella Carrier.
D) UMBRELLA LIABILITY $1,000,000
Umbrella liability coverage must be at least following form with the underlying policies included
herein.
E) PROFESSIONAL LIABILITY $1,000,000
Page 2 of 3 Schedule C, Professional Services April, 2013.Doc
City of Dubuque Insurance Requirements for Professional Services
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. 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.
No Other Change in Policy. The above preservation of governmental immunities shall not otherwise
change or alter the coverage available under the policy.
SPF,CIMEv
Page 3 of 3 Schedule C, Professional Services April, 2013.Doc