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Signed Contract_Unison Technology Demonstration License at W&RRCTechnology Demonstration License This license is granted by the City of Dubuque on behalf of its Water & Resource Recovery Center ("WRRC"), with its principal place of business at 795 Julien Dubuque Dr, Dubuque, Iowa 52003, to the following Vendor to demonstrate technology at the WRRC. Vendor Name Unison Solutions, Inc. Vendor Address 5451 Chavenelle Road Dubuque, IA 52002 Type of Technology Biogas Treatment Location of Installation WRRC Biogas system 1. Purpose The purpose of this license is to allow the vendor to demonstrate its technology in the existing conditions of the WRRC's facilities. 2. Vendor Responsibilities The Vendor will: A. provide a work plan to the WRRC indicating the goals and purpose of the demonstration; the schedule for installation and removal; requirements for power or water; the monitoring or maintenance to be performed by the Vendor; the monitoring or maintenance to be performed by the WRRC, if any; and any other information requested by the WRRC; B. install its technology at the designated location; C. install and remove its technology at no cost to the WRRC; D. monitor and maintain its technology as described in the work plan; E. attend any safety training required by the WRRC. F. comply with all safety requirements of the WRRC when on the WRRC site. G. comply with all WRRC policies for the use of WRRC equipment or buildings and for waste disposal. H. limit its use of WRRC facilities to the assigned area and keep this area clean, safe, and orderly at all times; I nol interFere vvitli of is eriC oper .tian-o-f theWRI C facilrties, - —_ J. at the end of the demonstration, remove the technology and restore original conclitions K. provide a brief summary of the work performed anct the results obtained; L. acknowledge the WRRC's anti City's support in any published materials that present the results; and M. not indicate or imply that the WRRC or City has purchased the technology or has other wise implemented the technology for full scale application. 2. WRRC Responsibilities The WRRC will: A. provide space within the WRRC facilities to install the technology. B. allow access to the WRRC during normal business hours; C. provide power or water, as requested; D . operate or maintain the technology, as requested by the Vendor, when these services are incidental to other operation or maintenance tasks typically performed by WRRC. 3. Amount of Payment Neither party will pay the other party. 4. Licensee Status The Vendor is a licensee, not the WRRC's employee, contractor or agent. 5. Intellectual Property Ownership All WRRC records related to this license will be subject to Iowa's Open Records Law. However, vendor retains all intellectual property rights, including -2 patent, trademark or copyright associated with the technology demonstration performed under this Agreement. 6. Permits, Certificates, and Licenses The Vendor will comply with all federal, state, and local laws applicable to the technology demonstration and will obtain all required permits, certificates and licenses. 7. State and Federal Taxes The Vendor will pay all taxes incurred while performing its technology demonstration, including all applicable income taxes and, if the Vendor is not a corporation, self-employment taxes (Social Security). 8. Workers Compensation Insurance The WRRC will not obtain Workers Compensation insurance for the Vendor or the Vendor's employees. If the Vendor hires employees to perform any technology demonstration under this Agreement, then the Vendor will cover them with workers compensation insurance 9. Insurance A. The WRRC will not provide any insurance coverage of any kind for the Vendor or the Vendor's employees or contract personnel. B. The Vendor will maintain an insurance policy to cover any negligent acts committed by the Vendor and the Vendor's employees or agents while performing technology demonstration under this Ag eement. C. Vendor will provide a certificate of insurance showing of coverage pursuant to attachment A. D. The Vendor will indemnify the WRRC against any and all claims, demands, and causes of actionon for bodily injury to or death of persons or for damage to or destruction of property resulting from negligent acts of the Vendor during the technology demonstration under this license. 1 O. Site Safety During the technology demonstration, the Vendor is solely and completely responsible for conditions at the jobsite, including safety of all persons, including employees, and property. This requirement applies continuously and is not limited to normal working hours. Safety provisions will conform to requirements established by: the U.S. Department of Labor, Occupational Safety and Health Administration; Iowa Workforce Development; the City of Dubuque and the WRRC and all other applicable laws. If any of these requirements conflict, then the more stringent requirement applies. The Vendor's failure to thoroughly familiarize itself with these safety provisions does not relieve it of responsibility. 11. Waiver of Liability The Vendor is at its own risk when it enters upon WRRC. WRRC facilities may contain a variety of dangers. These dangers may result in physical injury or death. The Vendor releases the WRRC from any and all liability arising from the Vendor's activities pursuant to this license. 1 T-enninating=the-Agreement= The WRRC may terminate this license immediately by giving written notice. The WRRC may terminate this license for any reason. The WRRC will terminate this license in response to any significant violation of this license or any act exposing the WRRC to liability for personal injury or property damage. If the District notifies the Vendor of tennination then the Vendor will remove all of its equipmentfiom WRRC facilities within 48 hours. 13. Exclusive Agreement This license is the entire agreement between the Vendor and the WRRC. 14. Modifying this License Any modifications to this license must be in writing and signed by both parties. 15. Severability If any part of this license is held unenforceable, then the rest of the license will continue in effect. 16. Applicable Law The laws of the State of Iowa govern this license. 17. Form and Delivery of Notices All notices and other communications in connection with this Agreement will be in writing and will be considered given: A. when delivered personally to the recipient's address, as stated in this Agreement; or B, three days after being deposited in the United States mail, with postage prepaid to the recipient's address as stated on this Agreement. 18. No Partnership This Agreement does not create a partnership. The Vendor does not have authority to enter into contracts on WRRC's behalf. 19. Assignment -4 The Vendor may not assign or subcontract any rights or obligations under this Agreement without the WRRC's prior written approval. Water & Resource Recovery Center Unis By: Solutions Its C41,./11/r16:14 r/`?G= ' (/ Its -- � 04.0A J Date /Vi 7 /6 Date (D / % (, vr ACORN® 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 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). CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DDIYYYY) 10/12/2016 PRODUCER Friedman Insurance, Inc. PO Box 759 Dubuque IA 52004-0759 CONTACT Pam NAME: Buchholtz PHONE 563-556-0272 (AIC Nn Fxt)• E-MAIL AnORFSS' buchholtzp@friedman-group.com FAX Nu). 563-556-4425 INSURER(S) AFFORDING COVERAGE INSURERA:Cincinnati Insurance Company NAIC ft INSURED UNISSOL-01 Unison Solutions LLC & Unison Solutions Inc 5451 Chavenelle Rd. Dubuque IA 52002 INSURER 8 :Travelers Property Casualty Ins Com 10677 36161 INSURER C:Lloyd'S Underwriters (Canada Branch INSURER D INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: 1736392703 REVISION NUMBER: ITHIS IS TO ERTIFY THAT THE ND CATED.CNOTWITHSTANDING POLICIESANYREQUIREMENT, TERM OR CONDITION HAV OF ANY CONTRACT OR OTHER DOCUMENT WIE BEEN ISSUED TO THE INSURED NAMED DTH RVE ESPECT TOR THE L PERIODICY WHICH 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. POLICY EXP (MM/DDIYYYY) INSR LTR A x TYPE OF INSURANCE COMMERCIAL GENERAL LIABILITY CLAIMS -MADE X OCCUR GE 'L AGGREGATE LIMIT APPLIES PER: PRO- JECT A POLICY OTHER: X X LOC ADDL INS() SUBR 4WD POLICY NUMBER POLICY EFF (MMIDOIYYYY) LIMITS EPP 0180826 1/19/2016 1/19/2017 EACH OCCURRENCE $1,000,000 DAMAGE TO RENTED PREMISES (Ea occurrence) f lED EXP (Any ane person) $500,000 610,000 PERSONAL & ADV INJURY $1,000,000 GENERAL AGGREGATE $2,000,000 PRODUCTS - COMP/OP AGG $2,000,000 AUTOMOBILE LIABILITY X ANY AUTO ALL OWNED AUTOS HIRED AUTOS SCHEDULED AUTOS NON -OWNED AUTOS EPP 0180826 1/19/2016 1/19/2017 COMBINED SINGLE LIMIT (Ea accident) $ $1,000,000 BODILY INJURY (Per person) BODILY INJURY (Per accident) $ PROPERTY DAMAGE JPer accidentl $ A X UMBRELLA LIAR EXCESS LIAB X OCCUR CLAIMS -MADE A 6 C DED RETENTION $ EPP 0180826 1/19/2016 1/19/2017 EACH OCCURRENCE $5,000,000 AGGREGATE 55.000,000 WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory lit NH) If yes, describe under DESCRIPTION OF OPERATIONS below Excess E&O Manufacturer YIN N/A EWC0311087 1/19/2016 1/1912017 X PER STATUTE OTH- ER $ E.L EACH ACCIDENT 6100,000 E.L. DISEASE - EA EMPLOYEE $100,000 E.L. DISEASE - POLICY LIMIT $500,000 ZUP-15F98603-16-NF HPL14-0292 1/19/2016 4/16/2016 1/19/2017 4/16/2017 Each Occurence Aggregate Ea Clm/Aggregate 4,000,000 4,000,000 2,000,000 DESCRIPTION OF OPERATIONS 1 LOCATIONS 1 VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is requi ed) CERTIFICATE HOLDER CANCELLATION City of Dubuque 50 West 13th Dubuque IA 52001 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 REPRESENJATIVE ACORD 25 (2014/01) © 1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Dave Lyons From: Tracey Stecklein <Tsteckle@cityofdubuque.org> Sent: Tuesday, October 18, 2016 9:03 AM To: Barry Lindahl; Dave Lyons Cc: Kevin Firnstahl Subject: RE: Unison technology demonstration project Dave, could you please scan to us a fully executed agreement and the original can go to Kevin Firnstahl. Thanks so much. >>> On 10/18/2016 at 7:40 AM, in message <BN6PRO9MB1379F28D3D7F4C719D10E4BAC1D3O@BN6PRO9MB1379.namprd09.prod.outlook.com>, Dave Lyons <DaveL@greaterdubuque.org> wrote: Barry and Tracey. I have the singed copy from Mike. I will send electronic copy to Unison and to WRRC. Where would you like the original to go? Dave Dave Lyons Sustainable Innovations Consultant Greater Dubuque Development Corporation Schmid Innovation Center 900 Jackson St, Suite 109 Dubuque, lowa 52001 563-557-9049 (office) 515-480-8362 (cell) davel@greaterdubuque.org From: Dave Lyons Sent: Monday, October 17, 2016 10:45 AM To: Barry Lindahl <balesq@cityofdubuque.org>; Tracey Stecklein <tsteckle@cityofdubuque.org> Subject: Fw: Unison technology demonstration project Barry / Tracey. Here is the signed Technology Development License for Unison (per discussions and emails last week). I have a meeting at 3:00 with Mike and will take him the original to sign unless concerns have arisen since last week. Unison would like to work with Jonathan Brown and WRRC to install as soon as we can allow. Call if questions 515-480-8362 Dave From: Dave Broihahn <Dave.BroihahnPunisonsolutions.com> Sent: Monday, October 17, 2016 10:01 AM To: Dave Lyons Cc: Sean Snyder Subject: RE: Unison technology demonstration project Dave, If email signatures are acceptable, attached is the agreement with our signature and initials. Though this might save you from having to drive out here. Otherwise, I'm more than happy to drive the agreement and meet you somewhere for signatures. As Sean mentioned, today or tomorrow will work for us. Thanks, Dave 1