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HomeMy WebLinkAbout2016-05-23-F02 WRA Interceptor 28E Agr AGENDA ITEM: CITY OF WAUKEE, IOWA CITY COUNCIL MEETING COMMUNICATION MEETING DATE: May 23, 2016 AGENDA ITEM: Consideration of approval of a resolution approving Chapter 28E Agreement between the City of Waukee, Iowa and the Des Moines Metropolitan Wastewater Reclamation Authority for the Financing, Design and Construction of the Waukee Interceptor Sewer to Connect Waukee to the WRA Conveyance System FORMAT: Resolution SYNOPSIS INCLUDING PRO & CON: The WRA Agreement provides for a Participating Community to construct any sanitary sewer improvements and propose that such Extension be included as part of the WRA System. This Agreement outlines the responsibilities and requirements for the construction of the South Outfall Sewer and the conveyance to the WRA. FISCAL IMPACT INCLUDING COST/BENEFIT ANALYSIS: COMMISSION/BOARD/COMMITTEE COMMENT: STAFF REVIEW AND COMMENT: RECOMMENDATION: Approve the resolution, contingent upon city attorney approval. ATTACHMENTS: I. Proposed Resolution II. 28E Agreement PREPARED BY: Beth Richardson REVIEWED BY: John Gibson PUBLIC NOTICE INFORMATION – NAME OF PUBLICATION: DATE OF PUBLICATION: THE CITY OF WAUKEE, IOWA RESOLUTION 16- APPROVING A CHAPTER 28E AGREEMENT BETWEEN THE CITY OF WAUKEE, IOWA AND THE DES MOINES METROPOLITAN WASTEWATER RECLAMATION AUTHORITY FOR THE FINANCING, DESIGN AND CONSTRUCTION OF THE WAUKEE INTERCEPTOR SEWER TO CONNECT WAUKEE TO THE WRA CONVEYANCE SYSTEM IN THE NAME AND BY THE AUTHORITY OF THE CITY OF WAUKEE, IOWA WHEREAS, the City of Waukee, Iowa is a duly organized municipality within Dallas County; AND, WHEREAS, the City of Waukee is a participating member of the Des Moines Metropolitan Wastewater Reclamation Authority (WRA); AND, WHEREAS, the City of Waukee desires to connect to the WRA conveyance system through existing sewers and construction of new sewers; AND, WHEREAS, a 28E agreement is proposed for the purpose of setting forth the terms by which the WRA will accept and take ownership of the sewer connecting Waukee to the WRA; NOW THEREFORE BE IT RESOLVED by the City of Waukee City Council that the City of Waukee hereby approves the Chapter 28E Agreement between the City of Waukee, Iowa and the Des Moines Metropolitan Wastewater Reclamation Authority for the Financing, Design and Construction of the Waukee Interceptor Sewer to Connect Waukee to the WRA Conveyance System, contingent upon approval of form of 28E agreement by the City Attorney. Passed by the City Council of the City of Waukee, Iowa, and approved the 23rd day of May, 2016. ____________________________ William F. Peard, Mayor Attest: ________________________________________ Rebecca D. Schuett, City Clerk ROLL CALL VOTE AYE NAY ABSENT ABSTAIN Shane Blanchard Brian Harrison Shelly Hughes Larry R. Lyon Rick Peterson Chapter 28E Agreement between the City of Waukee, Iowa and the Des Moines Metropolitan Wastewater Reclamation Authority for the Financing, Design and Construction of the Waukee Interceptor Sewer to Connect Waukee to the WRA Conveyance System This Agreement is entered into by and between the Des Moines Metropolitan Wastewater Reclamation Authority (the “WRA”) and the City of Waukee, Iowa, a municipal corporation (the “City or Waukee”). WHEREAS, the Cities of Altoona, Ankeny, Bondurant, Clive, Cumming, Des Moines, Johnston, Norwalk, Pleasant Hill, Polk City, Waukee and West Des Moines, and Polk County, Warren County, the Urbandale Sanitary Sewer District, the Urbandale-Windsor Heights Sanitary District and the Greenfield Plaza/Hills of Coventry Sanitary District are all participating members of the WRA pursuant to the Second Amended and Restated Agreement for the Des Moines Metropolitan Wastewater Reclamation Authority (the WRA Agreement); and WHEREAS, the WRA Agreement provides in Article VII, Section 4(e) that if a Participating Community proposes to design or construct any sanitary sewer improvement, extension, pump station, force main, equalization basin, or other similar improvement (for purposes of this subsection, collectively "Extension") and proposes that such Extension be included as a part of the WRA System, said Participating Community or Communities must follow the provisions of Article VII, Section 4(e) of the WRA Agreement; and WHEREAS, the WRA Agreement provides all WRA Flows and WRF Flows from the City of Waukee will be categorized as WRF Flow, without regard to whether the flow is actually tributary to the WRF as of January 1, 2019; and. WHEREAS, Waukee desires to connect Waukee to the WRA conveyance system through existing sewers and construction of new sewers and this Agreement is undertaken for the purpose of setting forth the terms by which the WRA will accept and take ownership of the sewer connecting Waukee to the WRA. NOW, THEREFORE, the WRA and City of Waukee, (hereafter referred to collectively as “the Parties”) do hereby agree as follows: Part 1 - Joint Exercise of Powers Under Chapter 28E of the Code of Iowa. 1.1 Purpose of Agreement. Pursuant to Chapter 28E of the 2015 Code of Iowa, the Parties do hereby agree that the purpose of this Agreement is to set forth the terms by which the WRA will accept and take ownership of the sewer connecting Waukee to the WRA. 1.2 Effective Date. The Parties agree that this Agreement shall be effective upon its approval and execution by both Parties and its recording with the Secretary of State. 2 1.3 Administrators. The Parties hereby agree that the Waukee City Manager and the WRA Director shall be designated as co-administrators for purposes of this Agreement as provided by Section 28E.6 of the Code of Iowa, that the Waukee City Manager shall administer this agreement on behalf of Waukee and that the WRA Director shall administer this Agreement on behalf of the WRA. No separate entity is created by this Agreement. 1.4 Duration. This Agreement shall have three originals and shall be effective upon its execution by both Parties and it shall remain in effect through June 30, 2064 or until such time as both Parties have discharged their respective obligations under this Agreement, whichever occurs later. Part 2 – Existing Sewer and Construction of Extension of Sewer 2.1 South Outfall Sewer/WRA Waukee Outfall, Phase 28. The sewer to connect Waukee to the WRA is known and referred to as the South Outfall Sewer by Waukee. The South Outfall Sewer will be denoted and named the WRA Waukee Outfall , Phase 28 when accepted by the WRA. For purposes of this Agreement, the sewer will be referred to as the South Outfall Sewer. The South Outfall Sewer includes existing sewers and sewers to be constructed by Waukee all as shown on Exhibit A, and is described as follows: A. Segment A – An existing 42" sewer (currently known as the South Outfall Sewer), shown on Exhibit A as a green line, connecting to the north end of the WRA's existing 42" West Des Moines Outfall Extension (shown as a black dotted line on Exhibit A) and connecting to the south end of the 36" sewer extension to be constructed by Waukee (Segment B). B. Segment B - Waukee will construct a 36" diameter sewer, shown on Exhibit A as a purple line, connecting to the north end of the existing 42" sewer (currently known as the South Outfall Sewer, Segment A) and connecting to the south end of the existing 24"diameter sewer (currently known as the Sugar Creek Trunk Sewer, Segment C) and the south end of the 30" diameter sewer to be constructed by Waukee (Segment D). C. Segment C – An existing 24" diameter sewer (known as the Sugar Creek Trunk Sewer), shown on Exhibit A as a red line, connecting to the north end of the 36" diameter sewer to be constructed by Waukee (Segment B) and connecting to the south end of the existing 36" diameter sewer (currently known as the North Outfall Sewer, Segment E). D. Segment D – Waukee will construct a 30" diameter sewer, shown on Exhibit A as a blue line, connecting to the north end of the 36" diameter sewer to be constructed by Waukee (Segment B) and connecting to the south end of the existing 36" diameter sewer (currently known as the North Outfall Sewer, Segment E). 3 E. Segment E – An existing 36" diameter sewer (currently known as the North Outfall Sewer), shown on Exhibit A as a yellow line, connecting to the north end of the existing 24" diameter sewer (currently known as the Sugar Creek Trunk Sewer, Segment C) and connecting to the south end of the 36" diameter sewer to be constructed by Waukee (Segment F) and the north end of the 30" diameter sewer to be constructed by Waukee (Segment D). F. Section F – Waukee will construct a 36" diameter sewer, shown on Exhibit A as an orange line, connecting to the north end of the existing 36" diameter sewer (currently known as the North Outfall Sewer, Section E) and connecting to the south end of the existing 24" diameter sewer (known as the Waukee WWTF Extension). 2.2 Definitions. The following terms are defined as follows: A. Existing Reaches of South Outfall Sewer – The Existing Reaches of the South Outfall Sewer are defined as Segments A, C and E as shown on Exhibit A and set forth in Section 2.1 herein. B. Project Improvements – Project Improvements are defined as Segments B, D and F as shown on Exhibit A and set forth in Section 2.1 herein. C. South Outfall Sewer – The South Outfall Sewer is defined as the Existing Reaches of the South Outfall Sewer and the Project Improvements all as shown on Exhibit A and described in Section 2.1 herein. 2.3 Compliance with Article VII, Section 4 of the WRA Agreement. Waukee, as a Participating Community, is the community and service area to be served by the South Outfall Sewer. As allowed by the WRA, other Participating Communities may also be served by the South Outfall Sewer. The anticipated sewer flowage for the South Outfall Sewer, as of the date of this Agreement, is anticipated to be 515,000,000 gallons a year. The location of the connection to the WRA System will be to the WRA's Existing West Des Moines Outfall Extension as shown on Exhibit A. The funding source for the South Outfall Sewer is identified in Section 3.1 herein. Part 3 – Waukee Responsibility for Costs for the South Outfall Sewer 3.1 Funding of the South Outfall Sewer. Waukee is solely responsible for the funding and payment of all costs associated with, related to or arising out of the design, acquisition of property interests, and construction of the South Outfall Sewer. Waukee is solely responsible for any and all costs for making any repairs to the South Outfall Sewer so it is in a condition acceptable to the WRA for transfer of ownership to the WRA as set forth in this Agreement. 3.2 No Cost to WRA. It is the intention of the parties that the WRA shall not be responsible for any costs associated with, related to or arising out of the design, acquisition of property 4 interests, construction of the South Outfall Sewer, conveyance of the South Outfall Sewer to the WRA or to make the connection of Waukee to the WRA conveyance system. 3.3 Revenue Bonds and SRF Obligations. Waukee represents and covenants to the WRA that it has no obligations, loan agreements, state revolving fund loans (SRF) or other financing instruments that restrict or prohibit or have covenants against the disposition, sale or transfer of the South Outfall Sewer or the property interests for the South Outfall Sewer to the WRA. If there are any such obligations, loan agreements, state revolving fund loans (SRF) or other financing instruments, Waukee shall obtain and provide written consent and authority for conveyance of the Waukee Outfall Sewer and the property interests of the South Outfall Sewer to the WRA from such financing entity prior to the WRA accepting conveyance of the South Outfall Sewer. Part 4 – Design of the Project Improvements 4.1 Design and Construction Standards. Waukee shall design and construct the Project Improvements in conformance with, the current edition as of the date of construction, Urban Standard Specifications for Public Improvements, WRA requirements (including but not limited to WRA requirements for pipe material, pipe lining (t-lok), manholes, manhole lining and infiltration testing standards), the WRA Agreement and the provisions of this Agreement. Waukee shall include in the bid documents for the Project Improvements WRA approved supplemental specifications including but not limited to those for pipe material, pipe lining (t-lok), manholes and manhole lining, and infiltration testing standards. 4.2 Approval of Design Documents by WRA. At the stages of 60% completion of the design and final completion of the design of the Project Improvements, Waukee shall submit the Design Documents for construction of the Project Improvements to the WRA Director for review and approval. Design Documents, for purposes of this Agreement, shall also include the plans and specifications. Waukee shall not procure bids for construction of the Project Improvements until the Design Documents have been approved in writing by the WRA Director. The WRA Director will review and respond to the proposed Design Documents within 20 days of receipt of the same. Should the WRA Director decline to approve the final Design Documents, the WRA Director shall so notify Waukee of such decision giving the reasons therefore. Waukee shall address WRA's concerns and resubmit the final Design Documents to the WRA Director for review and approval. The Project Improvements shall not be bid until the WRA Director has provided written approval of the Design Documents. 4.3 Changes to Design Documents. If any changes are made to the final Design Documents after the written approval by the WRA Director, then the Design Documents shall be submitted to the WRA Director for review and written response before the Project Improvements are bid. Should the WRA Director decline to approve the changes, the WRA Director shall so notify Waukee of such decision giving the reasons therefore. Waukee shall address WRA's concerns and resubmit the Design Documents to the WRA 5 Director for review and approval. The Project Improvements shall not be bid until the WRA Director has provided written approval. Part 5 - Acquisition and Conveyance of Property Interests for South Outfall Sewer 5.1 Property Interests Required by WRA. The WRA requires and Waukee shall provide a minimum 30 foot wide permanent sewer easement interest centered over the sewer pipe of the South Outfall Sewer. If the Existing Reaches of the South Outfall Sewer do not have 30 foot wide permanent sewer easements centered over the sewer pipe, it shall be Waukee's responsibility to obtain the required permanent sewer easements before the WRA will accept ownership. The WRA Director has the discretion to accept less than a 30 foot width in Existing Reaches, where the Director has determined that the existing width of Waukee’s easement interest is adequate for WRA purposes. Such decision by the WRA Director must be in writing and identify the areas of the Existing Reaches of the South Outfall Sewer where a width less than 30 foot is acceptable. All existing permanent sewer easements must permit assignment to the WRA. All conveyance documents to the WRA shall be on forms approved by the WRA. Waukee shall give all required notices and hold all necessary hearings required by 364.7 of the Iowa Code to convey the South Outfall Sewer to the WRA when the conditions precedent as set forth in Part 7 herein are met. 5.2 Acquisition of Property Interests. Waukee shall obtain all property interests necessary for the construction, reconstruction, repair, operation and maintenance of the South Outfall Sewer at Waukee's sole cost and expense. All permanent property interests for the Project Improvements shall be acquired in the name of Waukee. Waukee shall include in all appropriate acquisition documents and notices that Waukee intends to convey its interest in the property interests and sewer to the WRA upon completion of the Project Improvements and acceptance of the South Outfall Sewer by the WRA. Waukee shall provide easements to the WRA for the South Outfall Sewer where the sewer is located in street right of way. 5.3 Federal, State and Local Laws. Waukee shall follow all federal, state and local laws and regulations and all WRA requirements and policies for all acquisition and relocation for all property interests acquired on behalf of the WRA. 5.4 Required Hearings. Waukee shall follow the provisions and hold all hearings required pursuant to Chapters 6A and 6B of the Iowa Code in acquiring all property interests for the Project Improvements and any property interests necessary for the Existing Reaches of the South Outfall Sewer. . 5.5 Acquisition of Property. After the necessary hearings set forth above, (a) Waukee shall be authorized to cause its Consultant to prepare final Design Documents for the Project Improvements; and (b) Waukee shall be authorized to acquire permanent property interests for the Project Improvements in the name of both Waukee, in accordance with the WRA Policy Regarding the Acquisition of Property for WRA Improvement Projects 6 and Regarding the Acceptance or Grant of property Interests, as said Policy presently exists or as it is hereafter amended by action of the WRA Board. 5.6 Acquisition Forms and Plats. Permanent easements and fee acquisitions for the South Outfall Sewer shall be on forms approved by the WRA. Waukee shall provide all permanent easement and acquisition plats in hard copy and shape file format to the WRA. 5.7 Marketable Title. No property interests shall be acquired unless and until Waukee has obtained an opinion or certification from its legal counsel that the grantor of the property interest is lawfully possessed of the property and authorized to make such conveyance and that such conveyance is made free and clear of all encumbrances. Prior to the WRA accepting ownership of the South Outfall Sewer, Waukee shall provide evidence of ownership of all property interests to be conveyed to the WRA by virtue of attorney opinions provided to the WRA by Waukee, along with a copy of each recorded easement or deed. For all permanent property interests acquired for the South Outfall Sewer, the attorney opinions shall be based upon an examination of abstract(s) or title certificate (or other search approved at the WRA's discretion) and shall be prepared in accordance with the 40-year Marketable Title Act and Iowa Code Sections 614.29-38. For permanent property interests, the attorney opinions shall opine that Waukee has title to and ownership of the fee or permanent easement free and clear of all known liens, claims, security interests, and encumbrances except those of record of which the WRA has been given actual notice in writing and which the WRA has found acceptable. WRA shall not accept ownership of the South Outfall Sewer until the WRA, in its sole discretion, is satisfied that Waukee has obtained marketable title in the South Outfall Sewer free and clear of all encumbrances and that all property interests for the South Outfall Sewer are in a form acceptable to the WRA to allow the WRA the right to operate, maintain, repair and reconstruct the South Outfall Sewer. 5.8 Acquisition Costs. All cost of acquisition of property interests for the South Outfall Sewer, the appeal of eminent domain proceedings or other administrative or legal proceeding associated with, related to or arising out of the acquisition of property interests for the South Outfall Sewer, shall be at the sole cost and expense of Waukee, including but not limited to the cost of all defense of the WRA and all costs, fees and awards, appraisal and attorney fees assessed or awarded. 5.9 Conveyance of South Outfall Sewer. Waukee shall convey by Quit Claim Deed all interests in the South Outfall Sewer, easements from Waukee to the South Outfall Sewer located in street right of way and assignment of all easements for the South Outfall Sewer on forms acceptable to the WRA when the WRA accepts ownership in accordance with Part 7 herein. Part 6 - Construction of Project Improvements 6.1 Construction of Project Improvements. Upon written approval of the plans and specifications by the WRA Director, Waukee shall construct and administer the Project Improvements in accordance with the plans and specifications approved by the WRA 7 Director, SUDAS Standard Specifications, current edition as of the date of construction, WRA requirements, applicable federal, state and local laws and this Agreement. 6.2 Change Orders. Waukee shall notify the WRA Director of all proposed change orders for the portion of the Project Improvements which in any way alter or change the design, function or materials of the Project Improvements and obtain the WRA Director’s written consent to such change orders. Waukee agrees that the Project Improvements shall be completed in strict adherence to the Design Documents as approved by the WRA. Any deviations from the Design Documents or substitutions of materials, construction methods, or equipment shall be permitted only with the prior written consent of the WRA Director. 6.3 Final Inspection. Upon contractor request for final payment, the Waukee City Engineer shall conduct a final inspection and develop a punch list of items for completion. The Waukee City Engineer shall inform the WRA Director in writing of the date and time of the final inspection at least 7 days prior to the inspection so that WRA may send a representative to attend. The Waukee City Engineer shall be responsible for developing the punch list of work items for completion and shall include any work items that the WRA Director determines need to be corrected. Waukee shall not accept the Project Improvements until all issues or work items identified by the WRA have been addressed to the satisfaction of the WRA Director. Upon determination that construction of the Project Improvements have been completed, the Waukee City Engineer shall give written notice of Project Improvement completion to the WRA Director, therein declaring and certifying that the Project Improvements has been completed and constructed in conformance with the Design Documents and contract documents. 6.4 As-Built Information. Waukee shall provide to the WRA as-built information for the South Outfall Sewer, including the horizontal and vertical locations of all manhole rims and inverts. Horizontal as-built information for all manholes shall be provided by Waukee to the WRA in Iowa South State Plane Datum. The as-built drawings shall clearly indicate the vertical datum used for as-built elevations. 6.5 Televising of the South Outfall Sewer. After completion of the Project Improvements, Waukee shall televise the South Outfall Sewer. The televising reports shall be developed and provided to the WRA indicating and showing location of the connections, manholes, leaks, infiltration and defects. Waukee agrees to repair and correct all leaks, infiltration and defects in the South Outfall Sewer to the satisfaction of the WRA Director prior to WRA acceptance of the South Outfall Sewer. Waukee shall provide evidence of such repair and correction to the WRA Director. The WRA Director shall notify Waukee in writing when the WRA is satisfied with the condition of the South Outfall Sewer. All televising videos and reports shall be turned over to the WRA prior to final acceptance of the Project Improvements. Part 7 – Acceptance of Improvements by the WRA 7.1 Conditions Precedent to Acceptance by WRA. The WRA will accept the South Outfall Sewer when all of the flowing condition precedents are fulfilled: 8 A. Waukee has notified the WRA that the Project Improvements have been constructed and finally accepted by Waukee. Waukee has provided a copy of the resolution of the Waukee City Council certifying construction is completed in accordance with the Plans and Specifications and Waukee's acceptance of the Project Improvements. B. Waukee has provided the as-built plans and a certification from the Waukee City Engineer that the South Outfall Sewer was completed and constructed in conformance with the plans and specifications, design documents and contract documents. C. Waukee has acquired 30 foot wide permanent easements centered over the pipe of the South Outfall Sewer in a form satisfactory to the WRA or an approved variance in accordance with Section 5.1 herein. D. Waukee has provided all easement and acquisition plats in hard copy and in shape file format to the WRA as required in section 5.6 herein satisfactory to the WRA. E. Waukee has provided evidence of ownership of all South Outfall Sewer property interests as required in Section 5.7 herein satisfactory to the WRA. F. Waukee has provided written certification that no eminent domain, administrative and/or other lawsuits or proceedings are pending associated with, related to or arising out of the design, acquisition of property interests or construction of the Project. G. The Iowa Finance Authority, or such other financing entity that has provided financing of the South Outfall Sewer, has provided written consent and authorization for Waukee to convey the South Outfall Sewer to the WRA as required in Section 3.3 herein. H. Waukee has provided evidence of repairs required by the WRA Director and a video inspection of the South Outfall Sewer to the WRA that all shows that all repairs and corrections of the South Outfall Sewer as required by the WRA Director have been completed. The WRA Director has indicated in writing that the repairs and corrections are acceptable to the WRA Director. I. Waukee has executed all closing documents and held all hearings and complied with Section 364.7 of the Iowa Code for conveyance of the South Outfall Sewer and all property interests. 7.2 Satisfaction of Conditions Precedent. Upon these conditions being satisfied, in the sole determination of the WRA, the WRA shall prepare a quit claim deed for conveyance of Waukee's interest in the property interests and the South Outfall Sewer as set forth in Part 7 to the WRA. Waukee shall provide all necessary legal descriptions and exhibits for the conveyance and hold all hearings in compliance with Section 364.7 of the Iowa Code to 9 convey the South Outfall Sewer and property interests to the WRA. Upon providing the required notices and resolutions authorizing conveyance in a form acceptable to the WRA legal counsel, the WRA will proceed with acceptance of the South Outfall Sewer. Part 8 – Connections to the South Outfall Sewer 8.1 Waukee has made or permitted connections to the South Outfall Sewer as shown on Exhibit B. The WRA is not accepting ownership or the responsibility for the connections made to the South Outfall Sewer. The WRA, upon acceptance of the South Outfall Sewer, shall be the owner and responsible for the operation, maintenance, repair and reconstruction of the South Outfall Sewer. Waukee shall be responsible for operation, maintenance, repair and reconstruction of all connections to the South Outfall Sewer. Waukee shall permit no additional connections to the South Outfall Sewer than those shown in Exhibit B without prior written approval of the WRA Director. Part 9 – Bike Trail Provisions. 9.1 Bike Trail Along the South Outfall Sewer. The parties agree a bike trail may be constructed to connect with existing bike trails at a future date along the South Outfall Sewer (“Bike Trail”), in accordance with the following terms and conditions: A. After the WRA has accepted the South Outfall Sewer and after Waukee has obtained and provided evidence to the WRA, of all the property interests needed for the Bike Trail from private property owners, the WRA shall allow Waukee to construct the Bike Trail within the WRA’s easement areas for the South Outfall Sewer pursuant to the terms set forth herein. B. Waukee shall solely be responsible for designing and constructing the Bike Trail. All Design Documents for the Bike Trail must be approved in writing by the WRA Director before construction of the Bike Trail may commence. Waukee shall solely bear the cost of all design and construction work associated with the Bike Trail. C. The Bike Trail shall be constructed of a strength sufficient to support the use of a 1-ton service truck on the Bike Trail. D. The WRA shall be allowed to utilize the Bike Trail to access the South Outfall Sewer for purposes of inspecting and servicing said sewer, including use of a 1- ton service truck. However, the WRA shall not utilize equipment larger than a 1- ton truck when using the Bike Trail to access said sewer. E. Waukee shall be solely responsible for all ongoing maintenance of the Bike Trail and all costs associated therewith, except as otherwise provided in Section 9.1(F) herein. 10 F. In the event that either the WRA needs to perform major work on the South Outfall Sewer under the Bike Trail or the WRA damages the Bike Trail by driving a large piece of equipment weighing in excess of 1-ton, the WRA shall be solely responsible for all resulting damage, the full restoration of the impacted area of the Bike Trail, and all costs associated with said restoration. G. Waukee hereby agrees to indemnify, defend and hold harmless the WRA, its subsidiaries, affiliates, officers, director, employees and agents from and against any and all claims or suits (including but not limited to personal injury, and/or property damage) including costs and attorney fees arising from any Bike Trail located upon the WRA's sewer, including but not limited to WRA’s manholes located within the Bike Trail. Part 10 - Insurance and Indemnification 10.1. Definition of WRA for Part 10. For purposes of Part 10 of this Agreement, the term "WRA" shall mean the Des Moines Metropolitan Wastewater Reclamation Authority and its Operating Contractor, the City of Des Moines, Iowa, including their respective elected and appointed officials, employees and volunteers. 10.2 Consultant Insurance. Waukee shall require its design Consultant to purchase and maintain insurance to protect the WRA and the WRA’s Operating Contractor, the City of Des Moines, Iowa, as set forth in Attachment 1. 10.3 Contractor Insurance. Waukee shall require its Contractor to purchase and maintain insurance to protect the WRA and WRA's Operating Contractor, the City of Des Moines, as set forth in Attachment No. 2. 10.4 Insurance Requirements. Waukee and the WRA shall, respectively, purchase and maintain the following insurance coverages throughout the duration of this Agreement. Said insurance shall be provided by an insurance company(ies) or an insurance equivalent provided by a local governmental risk pool pursuant to Section 670.7 of the Iowa Code, "admitted" and "nonadmitted" to do business in the State of Iowa, having no less than an A.M. Best Rating of "B+" or equivalent Demotech rating. A self-insurance/excess insurance program may satisfy these requirements if approved by the other Party. The WRA may, from time to time, review the insurance requirements of this Agreement and require reasonable changes as deemed necessary to protect Waukee and the WRA from loss. A. Worker’s Compensation & Employer’s Liability Insurance: Worker’s Compensation Insurance, including Employer’s Liability Coverage, in accordance with all applicable statutes of the State of Iowa. The coverage limits for Employer’s Liability Insurance shall be $500,000 each accident for Bodily Injury by Accident, $500,000 each accident for Bodily Injury by Disease, and $500,000 policy limit for Bodily Injury by Disease. 11 B. Commercial General Liability Insurance: Commercial General Liability insurance on a per occurrence basis with limits of liability not less than $2,000,000 per occurrence and/or aggregate combined single limit covering Personal Injury, Bodily Injury and Property Damage. Coverage shall include the following extensions: (a) Premises and Operations, (b) Products and Completed Operations, (c) Personal and Advertising Injury and (d) Explosion, Collapse and Underground (XCU). Coverage shall be no less comprehensive and no more restrictive than the coverage provided by a standard form Commercial General Liability Policy (ISO CG 0001 or any subsequent ISO equivalent or a non-ISO equivalent form). C. Automobile Liability Insurance: Automobile Liability Insurance with limits of liability of not less than $2,000,000 per occurrence combined single limit including Bodily Injury and Property Damage. Coverage shall include all owned vehicles, all non-owned vehicles, and all hired vehicles. D. Umbrella/Excess Insurance: The General Liability and Automobile Liability Insurance requirements above may be satisfied with a combination of primary and Umbrella/Excess Insurance. The Umbrella/Excess Insurance shall also be written on a per occurrence basis. If the Umbrella/Excess Liability Insurance policy does not follow the form of the primary policy(ies), it shall include the same endorsements as required of the primary policy(ies). E. Directors & Officers or Public Officials Liability Insurance: Directors and Officers or Public Officials Liability Insurance with limits of liability of not less than $1,000,000 per loss and $1,000,000 aggregate per policy period all losses. F. Governmental Immunity: Liability insurance policies shall include an endorsement that preserves governmental immunity granted under Code of Iowa Section 670.4 by stating that the purchase of the liability insurance and including the WRA as an Additional Insured shall not waive any of the defenses of governmental immunity available to the City or WRA under Code of Iowa Section 670.4 as it now exists or as it may be amended from time to time and that the insurance policy only covers those claims not subject to the defense of governmental immunity under Code of Iowa Section 670.4 and the policy shall not deny any of the rights and benefits accruing to the City or WRA under the 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 or WRA. An example is included in Attachment 3. G. Cancellation & Material Change Endorsement: The insurance policies shall include a thirty (30) day advance written notification of Cancellation, forty-five (45) days advance written notification of Nonrenewal and ten (10) days advance written notification for cancellation due to nonpayment. An example is included in Attachment 3. 12 H. Proof of Insurance: Waukee and the WRA shall, respectively, submit to the other, a Certificate(s) of Insurance demonstrating compliance with the above insurance requirements. A letter of self-insurance may be submitted in lieu of a Certificate of Insurance if the limits of self-insurance are equal to or exceed those required above. 10.5 Waiver of Subrogation. To the extent permitted by law, the WRA and Waukee hereby release one another, their respective elected and appointed officials, its agents, employees and volunteers and other working on their behalf, from and against any and all liability or responsibility to each other or anyone claiming through or under the others by way of subrogation or otherwise, for any loss or damage to property caused by fire or any other casualty and for any loss due to occupational injury. This provision shall be applicable and in full force and effect only with respect to loss or damage arising out of this Agreement. The policies of insurance of each shall contain a clause or endorsement to the effect that such release shall not adversely affect or impair such policies or prejudice the right of each to recover thereunder. 10.6 Indemnification Requirement. To the fullest extent permitted by law, Waukee agrees to indemnify, defend and hold harmless the WRA, its elected and appointed officials, employees and volunteers and others working on behalf of the WRA against any and all claims, demands, suits, or loss, including any and all outlay and expense connected therewith, and for any damages which may be asserted, claimed or recovered against or from the WRA, its elected and appointed officials, employees and volunteers and others working on behalf of the WRA, including by reason of personal injury, bodily injury or death, and property damages, including loss of use thereof, which arise from the design, acquisition of property or construction of the South Outfall Sewer or Waukee's obligations under this Agreement. This requirement shall survive the termination of this Agreement. Part 11 – General Provisions. 11.1 Notices and Invoices. All notices which the Parties are authorized or required to give one another pursuant to this Agreement, and all invoices, shall be in writing and may be personally delivered or sent by ordinary mail to the addresses hereafter provided. Mailed notices or invoices shall be deemed to be received by the Party to whom directed when they are postmarked. Such notices and invoices shall be delivered or mailed to the following persons at the addresses listed: 13 Notices to WRA: Notices to Waukee: Chair, WRA Metropolitan Board Mayor, City of Waukee c/o Des Moines Wastewater Reclamation Facility 230 W. Hickman Road 3000 Vandalia Road Waukee, IA 50263 Des Moines, Iowa 50317 11.2 Declaration of Default and Notice. In the event that either party determines that the other Party has defaulted in the performance of its obligations hereunder, the aggrieved party may declare that default has occurred and give notice thereof to the defaulting party. Notice of default shall be given in writing, shall specify the nature of the default and the provision of the Agreement involved, and shall specify what action is required of the defaulting party to correct the default. The defaulting party shall have 30 days from the date of its receipt of the notice of default to correct the default. If at the end of said 30-day period the default has not, in the opinion of the aggrieved party, been corrected, and if such default shall constitute a material breach of this Agreement, that party may then take action it determines necessary or appropriate to enforce or obtain performance of the provisions of this Agreement. 11.3 Dispute Resolution - Mediation. The WRA and Waukee agree that any disputes arising between them with regard to the interpretation or application of this Agreement may be submitted to mediation at the request of either party. A. Any request for mediation must be in the form of a written notice requesting mediation. Such notice shall identify each disputed matter requested to be mediated, the amount involved if any, and the remedy sought. In the absence of agreement by the Parties to the contrary, the questions to be mediated shall be those specified in the notice requesting mediation. B. If Waukee and the WRA agree, they may mutually select the mediator to resolve the disputed matter. If the Parties fail to agree on a mediator, the party whom received notice of mediation shall, within ten days of receiving the notice of mediation, provide the other party with a list of three mediators. Then, from said list, the party requesting mediation shall select the mediator within ten days of receiving said list. The failure to select a mediator within ten days shall be deemed a waiver of its request for mediation. The mediator selected shall provide an undertaking of impartiality. Each party shall equally split the mediator’s costs and expenses. D. The mediator shall not have been a regular employee or an individual retained by either party at the time the claim arose, or at the time of mediation. No one shall be qualified to act as a mediator if service in such role would create a conflict of interest. E. The mediator shall have authority to examine records by Waukee and the WRA. Notification of mediation shall be made by the mediator to both Waukee and the WRA and each shall have the opportunity to attend all mediation sessions. 14 H. This Agreement shall be governed by the laws of the State of Iowa. I. The place of mediation shall be Des Moines, Iowa. J. The use of mediation shall not prevent either party from pursuing any other remedies available under law. 11.4 Remedies. In addition to any other remedies available under applicable law, the WRA and Waukee shall have the right to the equitable remedy of specific performance to enforce compliance with any provision of this Agreement. 11.5 Amendment of Agreement. This Agreement may be amended only by written agreement signed by both Parties. 11.6 Assignment of Agreement. Neither Party may assign this Agreement to a third party without the written consent of the other Party. 11.7 No Third Party Beneficiaries. Nothing in this Agreement shall be construed to create in any third party, or in favor of any third party, any right(s), license(s), power(s) or privilege(s). 11.8 Severability. If any section, provision or part of this Agreement shall be found to be invalid or unconstitutional, such finding shall not affect the validity of the Agreement as a whole or any section, provision or part thereof not found to be invalid or unconstitutional. 11.9 Governing Law; Jurisdiction. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Iowa. Lawsuits brought by either Party in connection with this Agreement shall be heard and tried in Polk County District Court, Des Moines, Iowa. 11.10 Entire Agreement. This Agreement, except for the WRA Agreement, represents the entire agreement between the WRA and Waukee. Any subsequent change or modification to the terms of this Agreement shall be in the form of a duly executed addendum to this Agreement. 11.11 Execution of Agreement. This Agreement shall be executed in two counterparts, each of which so executed shall be deemed to be an original. CITY OF WAUKEE, IOWA By: ________________________________ ATTEST: William F. Peard, Mayor By: ____________________________________ Becky Schuett, City Clerk 15 STATE OF IOWA ) ) SS COUNTY OF POLK ) On this _______ day of _____________________________, 2016, before a Notary Public in and for the City of Waukee, personally appeared __________________________ and __________________________, to me personally known, who being duly sworn, did say that they are the Mayor and City Clerk, respectively of the City of Waukee, Iowa, a Municipality, created and existing under the laws of the State of Iowa, and that the seal affixed to the foregoing instrument is the seal of said Municipality, and that said instrument was signed and sealed on behalf of said Municipality by authority and resolution of its City Council and said Mayor and City Clerk acknowledged said instrument to be the free act and deed of said Municipality by it voluntarily executed. ___________________________________ Notary Public in and for the State of Iowa 16 DES MOINES METROPOLITAN WASTEWATER RECLAMATION AUTHORITY By: ______________________________________ Don Sandor, Chair ATTEST: By: ___________________________________ Secretary, Tim Moerman STATE OF IOWA ) ) SS COUNTY OF POLK ) On this _______ day of _____________________________, 2016, before a Notary Public in and for the Des Moines Metropolitan Wastewater Reclamation Authority, personally appeared __________________________ and __________________________, to me personally known, who being duly sworn, did say that they are the Chair and Secretary, respectively of the Des Moines Metropolitan Wastewater Reclamation Authority, a legal entity created and existing under the laws of the State of Iowa, and that the seal affixed to the foregoing instrument is the seal of said Authority, and that said instrument was signed and sealed on behalf of said Authority by authority and resolution of its Board and said Chair and Secretary acknowledged said instrument to be the free act and deed of said Authority by it voluntarily executed. ___________________________________ Notary Public in and for the State of Iowa EXHIBIT A EXHIBIT B EXHIBIT B WAUKEE ATTACHMENT 1 DES MOINES WASTEWATER RECLAMATION AUTHORITY PROFESSIONAL SERVICES -GENERAL INSURANCE & INDEMNIFICATION REQUIREMENTS For purposes of this Attachment and all provisions included herein, the term "Consultant" means and includes the City of Waukee, Iowa, its officers, agents, employees, subcontractors, subconsultants and others under the control of Consultant. The term "WRA" means the Des Moines Metropolitan Wastewater Reclamation Authority. The term "CITY" means the City of Des Moines, Iowa. The terms WRA and CITY include their elected and appointed officials, and their agents, employees and volunteers. 1. GENERAL The Consultant shall purchase and maintain insurance to protect (l) the Consultant, (2) the Des Moines Wastewater Reclamation Authority (WRA) and (3) the City of Des Moines, Iowa (CITY) throughout the duration of the Agreement. Said insurance shall be provided by insurance companies "admitted" or "nonadmitted" to do business in the State of Iowa having no less than an A. M. Best Rating of "B+." All policies, except professional liability, shall be written on an occurrence basis and in form and amounts satisfactory to the WRA and CITY. Certificates of Insurance confirming adequate insurance coverage shall be submitted to the WRA and CITY prior to Agreement execution or commencement of work and/or services. 2. INSURANCE REQUIREMENTS A. WORKER'S COMPENSATION & EMPLOYER'S LIABILITY INSURANCE: The Consultant shall procure and maintain Worker's Compensation Insurance, including Employer's Liability Coverage, both written with State of Iowa statutory limits. Waiver of Subrogation in favor of the WRA and CITY is required. B. COMMERCIAL GENERAL LIABILITY INSURANCE: The Consultant shall procure and maintain Commercial General Liability insurance on an occurrence basis with limits of liability not less than $1,000,000 per occurrence and/or aggregate combined single limit covering Personal Injury, Bodily Injury and Property Damage. Coverage shall include: (a) Contractual Liability, (b) Premises and Operations, (c) Products and Completed Operations, (d) Independent Contractors Coverage, (e) Personal and Advertising Injury and (f) Explosion, Collapse and Underground-XCU (when applicable). Waiver of Subrogation in favor of the WRA and CITY is required. Coverage shall be no less comprehensive and no more restrictive than the coverage provided by ISO standard Commercial General Liability Policy form ISO CG 0001 including standard exclusions or a non-ISO equivalent form. C. PROFESSIONAL LIABILITY INSURANCE: The Consultant shall procure and maintain Professional Errors and Omissions Insurance with limits not less than $1,000,000 per claim and in the aggregate. D. CONTRACTUAL LIABILITY: The General Liability Insurance policy shall include Contractual Liability coverage equivalent to that included in ISO standard form CG 0001. To the extent available, the Professional Liability Insurance policy shall also include Contractual Liability coverage. The WRA shall not be included as an Additional Insured on either policy. E. CANCELLATION & NONRENEWAL NOTIFICATION ENDORSEMENT: The General Liability Insurance and Professional Liability Insurance policies shall be endorsed to provide the WRA and CITY with no less than thirty (30) days Advance Written Notice of Cancellation, forty-five (45) days Advance Written Notification for Nonrenewal and ten (10) days Written Notification of Cancellation due to non-payment of premium. Written notifications shall be sent to: Engineering Department, City Hall, 400 Robert D. Ray Drive, Des Moines, Iowa 50309. F. WAIVER OF SUBROGATION: To the fullest extent permitted by law, Consultant hereby releases the WRA and CITY, including its appointed officials, agents, employees and volunteers and others working on its behalf, from and against any and all liability or responsibility to the Consultant or anyone claiming through or under the Consultant by way of subrogation or otherwise, for any loss without regard to the fault of the WRA or CITY or the type of loss involved including loss due to occupational injury. This provision shall be applicable and in full force and effect only with respect to loss or damage occurring during the time of this Agreement. The Consultant's policies of insurance shall contain either a policy provision or endorsement affirming the above stated release in favor of the WRA and CITY. G. PROOF OF INSURANCE: The Consultant shall provide to the WRA and CITY Certificates of Insurance evidencing all insurance coverage as required in paragraphs A through F above utilizing the latest version of the ACORD form. The Certificate(s) of Insurance shall specify the Title of the Agreement under "Description of Operations/Locations/Vehicle/Special Items". A Copy of the Cancellation and Nonrenewal Notification Endorsement shall be submitted with the Certificates of Insurance. Mail Certificates of Insurance to: Engineering Department, 400 Robert D. Ray Drive, Des Moines, Iowa 50309. H. AGENTS, SUBCONSULTANTS AND SUBCONTRACTORS: The Consultant shall require that any of its agents, subconsultants and subcontractors who perform work and/or services on behalf of the Consultant purchase and maintain the types of insurance customary for the services being provided. 3. INDEMNIFICATION REQUIREMENTS For other than professional services rendered, to the fullest extent permitted by law, Consultant agrees to defend, pay on behalf of, indemnify, and hold harmless the WRA and CITY against any and all claims, demands, suits, damages or losses, together with any and all outlay and expense connected therewith including, but not limited to, attorneys' fees and court costs that may be asserted or claimed against, recovered from or suffered by the WRA or CITY by reason of any injury or loss including, but not limited to, personal injury; including bodily injury or death, property damage; including loss of use thereof, and economic damages that arise out of or are in any way connected or associated with Consultant's work. For professional services rendered, to the fullest extent permitted by law, Consultant agrees to pay on behalf of, indemnify, and hold harmless the WRA and CITY against any and all claims, demands, suits, damages or losses, together with any and all outlay and expense connected therewith including, but not limited to, attorneys' fees and court costs and economic damages that may be recovered from or suffered by the WRA or CITY that arise out of any negligent act, error or omission of the Consultant. Consultant's obligation to indemnify the WRA and CITY contained in this Agreement is not limited by the amount or type of damages, compensation or benefits payable under any workers' compensation acts, disability benefit acts, or other employee benefits acts. The WRA and CITY shall not be liable or in any way responsible for any injury, damage, liability, claim, loss or expense incurred by Consultant arising out of or in any way connected or associated with Consultant's work, except to the extent caused by or resulting from the negligent act or omission of the WRA or CITY. Consultant expressly assumes responsibility for any and all damage caused to WRA properly arising out of or in any way connected or associated with Consultant's work. Consultant shall ensure that its activities on WRA property will be performed and supervised by adequately trained and qualified personnel and Consultant will observe all applicable safely rules. For professional service agreements with a total estimated cost to the WRA of $500,000 or more, delete the second paragraph of Section 3 above and replace it with the following: For professional services rendered, to the fullest extent permitted by law, Consultant agrees to defend, pay on behalf of, indemnify, and hold harmless the WRA and CITY against any and all claims, demands, suits, damages or losses, together with any and all outlay and expense connected therewith including, but not limited to, attorneys' fees and court costs and economic damages that may be asserted or claimed against, recovered from or suffered by the WRA or CITY that arise out of any negligent act, error or omission of the Consultant. ATTACHMENT 2 DES MOINES METROPOLITAN WASTEWATER AUTHORITY STANDARD – MAJOR INSURANCE & INDEMNIFICATION REQUIREMENTS For purposes of this Attachment and all provisions included herein, the term "Contractor" means and includes the City of Waukee, Iowa, its officers, agents, employees, subcontractors and others under the control of Contractor. The term “WRA” means the Des Moines Metropolitan Wastewater Reclamation Authority. The term “CITY” means the City of Des Moines, Iowa. The terms WRA and CITY include their elected and appointed officials, and their agents, employees and volunteers. 1. GENERAL The Contractor shall purchase and maintain insurance to protect (1) the Contractor, (2) the Des Moines Metropolitan Wastewater Reclamation Authority (WRA) and (3) the City of Des Moines, Iowa (CITY) throughout the duration of the Agreement. Said insurance shall be provided by insurance companies “admitted” or “nonadmitted” to do business in the State of Iowa having no less than an A. M. Best Rating of “B+.” All policies shall be written on an occurrence basis and in form and amounts satisfactory to the WRA and CITY. Certificates of Insurance confirming adequate insurance coverage shall be submitted to the WRA and CITY prior to Agreement execution or commencement of work and/or services. 2. INSURANCE REQUIREMENTS A. WORKER’S COMPENSATION & EMPLOYER’S LIABILITY INSURANCE: The Contractor shall procure and maintain Worker’s Compensation Insurance, including Employer’s Liability Coverage, both written with State of Iowa statutory limits. Waiver of Subrogation in favor of the WRA and CITY is required. B. COMMERCIAL GENERAL LIABILITY INSURANCE: The Contractor shall procure and maintain Commercial General Liability insurance on an occurrence basis with limits of liability not less than $1,000,000 per occurrence and $2,000,000 aggregate combined single limit covering Personal Injury, Bodily Injury and Property Damage. Coverage shall include: (a) Contractual Liability, (b) Premises and Operations, (c) Products and Completed Operations, (d) Independent Contractors Coverage, (e) Personal and Advertising Injury and (f) Explosion, Collapse and Underground- XCU (when applicable). Waiver of Subrogation in favor of the WRA and CITY is required. Coverage shall be no less comprehensive and no more restrictive than the coverage provided by ISO standard Commercial General Liability Policy form ISO CG 0001 including standard exclusions or a non-ISO equivalent form. C. AUTOMOBILE LIABILITY INSURANCE: The Contractor shall procure and maintain Automobile Liability Insurance with limits of liability of not less than $1,000,000 per occurrence combined single limit covering Bodily Injury and Property Damage. Coverage shall include all owned, non-owned, and hired vehicles. If the Contractor’s business does not own any vehicles, coverage is required on non-owned and hired vehicles. Policy shall include Contractual Liability coverage. Waiver of Subrogation in favor of the WRA and CITY is required. D. UMBRELLA/EXCESS LIABILITY INSURANCE: The General Liability and Automobile Liability Insurance requirements above may be satisfied with a combination of primary and Umbrella or Excess Liability Insurance. If the Umbrella or Excess Insurance policy does not follow the form of the primary policies, it shall include the same endorsements as required of the primary policies. Waiver of Subrogation in favor of the WRA and CITY is required. ATTACHMENT 2 INSURANCE & INDEMNIFICATION REQUIREMENTS E. ADDITIONAL INSURED ENDORSEMENT: The General Liability Insurance policy shall include standard ISO endorsements CG 20 26 07 04 and CG 20 37 07 04 or their non-ISO equivalents. The Contractor’s insurance shall be primary to that of the WRA and CITY and noncontributory to any other insurance or similar coverage available to the WRA or CITY whether the other available coverage is primary, contributing or excess. F. GOVERNMENTAL IMMUNITY ENDORSEMENT: The General Liability Insurance policy shall include the WRA and CITY Governmental Immunities Endorsement language as provided below. Standard ISO or insurance carrier “Waiver of Immunity” endorsements are not acceptable. DES MOINES METROPOLITAN WASTEWATER RECLAMATION AUTHORITY GOVERNMENTAL IMMUNITIES ENDORSEMENT 1. Nonwaiver of Government Immunity. The insurance carrier expressly agrees and states that the purchase of this policy and the including of the Des Moines Metropolitan Wastewater Reclamation Authority and the City of Des Moines, Iowa as Additional Insureds does not waive any of the defenses of governmental immunity available to the Des Moines Metropolitan Wastewater Reclamation Authority or the City of Des Moines, Iowa under Code of Iowa Section 670.4 as it now exists and as it may be amended from time to time. 2. Claims Coverage. The 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 Des Moines Metropolitan Wastewater Reclamation Authority and the City of Des Moines, 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. Nothing contained in this endorsement shall prevent the carrier from asserting the defense of governmental immunity on behalf of the Des Moines Metropolitan Reclamation Authority or the City of Des Moines, Iowa. 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 Des Moines Metropolitan Wastewater Reclamation Authority or the City of Des Moines, 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 Des Moines Metropolitan Wastewater Reclamation Authority or the City of Des Moines, Iowa. 5. No Other Change in Policy. The insurance carrier, the Des Moines Metropolitan Wastewater Reclamation Authority and the City of Des Moines, Iowa agree that the above preservation of governmental immunities shall not otherwise change or alter the coverage available under the policy. G. CANCELLATION & NONRENEWAL NOTIFICATION ENDORSEMENT: The General Liability Insurance policy shall be endorsed to provide the WRA and CITY with no less than thirty (30) days Advance Written Notice of Cancellation, forty-five (45) days Advance Written Notification for Nonrenewal and ten (10) days Written Notification of Cancellation due to non-payment of premium. Written notifications shall be sent to: Director, Des Moines Metropolitan Wastewater Reclamation Authority, 3000 Vandalia Rd, Des Moines, Iowa 50317. ATTACHMENT 2 INSURANCE & INDEMNIFICATION REQUIREMENTS H. WAIVER OF SUBROGATION: To the fullest extent permitted by law, Contractor hereby releases the WRA and CITY, including its appointed officials, agents, employees and volunteers and others working on its behalf, from and against any and all liability or responsibility to the Contractor or anyone claiming through or under the Contractor by way of subrogation or otherwise for any loss without regard to the fault of the WRA or CITY or the type of loss involved including loss due to occupational injury. This provision shall be applicable and in full force and effect only with respect to loss or damage occurring during the time of this Agreement. The Contractor’s policies of insurance shall contain either a policy provision or endorsement affirming the above stated release in favor of the WRA and CITY. I. PROOF OF INSURANCE: The Contractor shall provide to the WRA and CITY Certificates of Insurance evidencing all insurance coverage as required in paragraphs A through H above utilizing the latest version of the ACORD form. The Certificate(s) of Insurance shall specify the Title of the Agreement under “Description of Operations/Locations/Vehicle/Special Items”. A Copy of the (1) Additional Insured Endorsements, (2) Governmental Immunities Endorsement and (3) Cancellation and Nonrenewal Notification Endorsement shall be submitted with the Certificates of Insurance. Mail Certificates of Insurance to: Director, Des Moines Metropolitan Wastewater Reclamation Authority, 3000 Vandalia Rd, Des Moines, Iowa 50317. J. AGENTS AND SUBCONTRACTORS: The Contractor shall require that any of its agents and subcontractors who perform work and/or services on behalf of the Contractor purchase and maintain the types of insurance customary for the services being provided. 3. INDEMNIFICATION REQUIREMENTS To the fullest extent permitted by law, Contractor agrees to defend, pay on behalf of, indemnify, and hold harmless the WRA and CITY against any and all claims, demands, suits, damages or losses, together with any and all outlay and expense connected therewith including, but not limited to, attorneys’ fees and court costs that may be asserted or claimed against, recovered from or suffered by the WRA or CITY by reason of any injury or loss including, but not limited to, personal injury; including bodily injury or death, property damage; including loss of use thereof, and economic damages that arise out of or are in any way connected or associated with Contractor’s work. Contractor’s obligation to indemnify the WRA and CITY contained in this Agreement is not limited by the amount or type of damages, compensation or benefits payable under any workers’ compensation acts, disability benefit acts, or other employee benefits acts. The WRA and CITY shall not be liable or in any way responsible for any injury, damage, liability, claim, loss or expense incurred by Contractor arising out of or in any way connected or associated with Contractor’s work, except to the extent caused by or resulting from the negligence act of the WRA or CITY. Contractor expressly assumes responsibility for any and all damage caused to WRA property arising out of or in any way connected or associated with Contractor’s work. Contractor shall ensure that its activities on WRA property will be performed and supervised by adequately trained and qualified personnel and Contractor will observe all applicable safety rules. ATTACHMENT 3 EXAMPLE OF ENDORSEMENT LANGUAGE GOVERNMENTAL IMMUNITIES ENDORSEMENT 1. Nonwaiver of Government Immunity. The insurance carrier expressly agrees and states that the purchase of this policy does not waive any of the defenses of governmental immunity available to the Des Moines Metropolitan Wastewater Reclamation Authority (WRA) under Code of Iowa Section 670.4 as it now exists and as it may be amended from time to time. 2. Claims Coverage. The 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. 3. Assertion of Government Immunity. The WRA 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. Nothing contained in this endorsement shall prevent the carrier from asserting the defense of governmental immunity on behalf of the WRA. 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 WRA 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 WRA. 5. No Other Change in Policy. The insurance carrier and the WRA agree that the above preservation of governmental immunities shall not otherwise change or alter the coverage available under the policy. CANCELLATION AND MATERIAL CHANGES ENDORSEMENT Thirty (30) days Advance Written Notice of Cancellation, forty-five (45) days Advance Written Notification of Non-Renewal and ten (10) days written notice of non-payment of premium shall be sent to: Des Moines Metropolitan Wastewater Reclamation Authority, Attn: WRA Director, 3000 Vandalia Road, Des Moines, Iowa 50317. This endorsement supersedes the standard cancellation statement on the Certificate of Insurance to which this endorsement is attached.