Authorization Not-to-Exceed $170,000 General Fund Lease Agreement_Postage Machine_Initiate Copyrighted
September 3, 2019
City of Dubuque Items to be set for Public Hearing # 1.
ITEM TITLE: Authorization Not-to-Exceed $170,000 General Fund
Lease Agreement- Postage Machine
SUM MARY: City Manager recommending that a public hearing be set
for September 16, 2019, on the proposal to authorize a
general fund lease agreement not-to-exceed $170,000.
RESOLUTION Fixing date for a meeting on the
proposition to authorize a Lease Agreement (General
Fund) in the principal amount of not-to-exceed $170,000 to
acquire personal propertyforthe City, and providing for
publication of notice thereof
SUGGESTED DISPOSITION: Suggested Disposition: Receive and File; Adopt
Resolution(s), Set Public Hearing for September 16, 2019
ATTACHMENTS:
Description Type
MVM Memo City Manager Memo
Staff Memo Staff Memo
Resolution Resolutions
Notice of Public Hearing Supporting Documentation
Neopost Master Agreement Supporting Documentation
Dubuque
THE CITY OF �
All-America City
DuB E ;���� �,
Maste iece on the MissTssT i zao�•zoiz•zois
YP PP zoi�.zoi9
TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Proceedings to Set a Public Hearing on the Authorization of Not to Exceed
$170,000 General Fund Lease Agreement— Postage Machine
DATE: August 27, 2019
Director of Finance and Budget Jennifer Larson recommends that a public hearing be
set for September 16, 2019, on the proposal to authorize a general fund lease
agreement not to exceed $170,000.
The current 60-month operating lease for the postage machine with Pitney Bowes
expires on November 1, 2019. The recommendation is to approve a 60-month operating
lease with Postal Source. The items leased would include a Neopost IS-5000 mail
machine, OMS 500 document processing software, Neoship Software and a DS-95i
folder/inserter system. Over the span of the 60-month agreement the City will save
approximately $12,638.40 with Neopost.
Neopost prides itself on providing unparalleled customer service, support, and the
opportunity to save the City on postage. As indicated in their proposal, potential savings
of over $100,000 could be realized over the duration of the lease with the Neopost
program.
I concur with the recommendation and respectFully request Mayor and City Council
approval.
��� ��",��'����
Michael C. Van Milligen
MCVM/jml
Attachment
cc: Crenna Brumwell, City Attorney
Cori Burbach, Assistant City Manager
Teri Goodmann, Assistant City Manager
Jennifer Larson, Director of Finance and Budget
Jennifer Raber, Finance Manager
Chris Kohlmann, Information Services Manager
Tony Breitbach, Purchasing and Contracts Coordinator
Dubuque
THE CITY OF �
All-America City
DuB E ;,��I�,� �,
Maste iece on the MissTssT i zao�•zoiz•zois
YP PP zoi�.zoi9
TO: Michael C. Van Milligen, City Manager
FROM: Jennifer Larson, Director of Finance and Budget
SUBJECT: Proceedings to Set a Public Hearing on the Authorization of Not to Exceed
$170,000 General Fund Lease Agreement — Postage Machine
DATE: August 27, 2019
INTRODUCTION
The purpose of this memorandum is to recommend the setting of a public hearing on
the proposal to authorize a general fund lease agreement not to exceed $170,000 for a
postage machine.
DISCUSSION
The current 60-month operating lease for the postage machine with Pitney Bowes
expires on November 1, 2019. Joe Pregler, Senior Network/Systems Administrator, Jim
Vosberg, User Tech. Specialist, Alicia Turnis, Information Technology Specialist, Ella
Lahey, Confidential Account Clerk, Connie Mueller, Confidential Account Clerk and
Tony Breitbach, Purchasing and Contracts Coordinator reviewed two proposals, viewed
demos and contacted references.
The recommendation is to approve a 60-month operating lease with Postal Source.
The items leased would include a Neopost IS-5000 mail machine, OMS 500 document
processing software, Neoship Software and a DS-95i folder/inserter system. All cost
from both Neopost and Pitney Bowes include annual maintenance. A proposal was
also received from Pitney Bowes our current provider. The monthly cost submitted for
the proposals are as follows: Postal Source, not including a printer, was $1,639.84 per
month for the first 12 months and the following 48 months $3,053.84 per month for an
average of $2,771.04 per month. Pitney Bowes proposal with no printer was $2,981.68
per month. Over the span of the 60-month agreement the City will save approximately
$12,638.40 with Neopost.
Neopost prides itself on providing unparalleled customer service, support, and the
opportunity to save the City on postage. As indicated in their proposal, potential savings
of over $100,000 could be realized over the duration of the lease with the Neopost
program. They also provide training and information relating to mailing and postage in
which the City feels would help improve the City's mailing processes. This will take
collaboration among all City departments to maximize efficiencies in the mailing
process.
The new 60-month operating lease with Postal Source would begin November 1 , 2019.
lowa Code Sections 364.4 and 384.25 require a public hearing to be held before
entering into a lease contract for personal property.
This 60-month lease would count against the City's statutory debt limit.
RECOMMENDATION
I respectfully recommend the adoption of the enclosed resolutions fixing the date of
September 16, 2019 for a public hearing on the proposition of authorizing not to exceed
$170,000 General Fund Lease Agreement for the postage machine and providing
publication of notice.
JML
Attachment
cc: Crenna Brumwell, City Attorney
Cori Burbach, Assistant City Manager
Teri Goodmann, Assistant City Manager
Jennifer Raber, Finance Manager
Tony Breitbach, Purchasing and Contracts Coordinator
Chris Kohlmann, Information Services Manager
2
ITEMS TO INCLUDE ON AGENDA FOR SEPTEMBER 3, 2019
CITY OF DUBUQUE, IOWA
Not to Exceed $170,000 Lease Agreement (General Fund — Postage Machine
• Resolution fixing date of meeting on the authorization of a
Lease Agreement.
NOTICE MUST BE GIVEN PURSUANT TO IOWA CODE
CHAPTER 21 AND THE LOCAL RULES OF THE CITY.
September 3, 2019
The City Council of the City of Dubuque, Iowa, met in regular session, in the Historic
Federal Building, 350 West 6th Street, Dubuque, Iowa, at 6:00 P.M., on the above date. There
were present Mayor Roy D. Buol, in the chair, and the following named Council Members:
Luis Del Toro, Rick Jones, David Resnick, Jake Rios, Brett Shaw
Absent:
Vacant: Kate Larson
1
Council Member Shaw introduced the following Resolution entitled "RESOLUTION
FIXING DATE FOR A MEETING ON THE PROPOSITION TO AUTHORIZE A LEASE
AGREEMENT (GENERAL FUND) IN THE PRINCIPAL AMOUNT OF NOT TO EXCEED
$170,000 TO ACQUIRE PERSONAL PROPERTY FOR THE CITY, AND PROVIDING FOR
PUBLICATION OF NOTICE THEREOF", and moved that the same be adopted. Council
Member Resnick seconded the motion to adopt. The roll was called, and the vote was,
AYES: Jones, Buol, Rios, Resnick, Del Toro, Shaw
NAYS:
Whereupon, the Mayor declared the resolution duly adopted as follows:
RESOLUTION NO. 322-19
RESOLUTION FIXING DATE FOR A MEETING ON THE PROPOSITION TO
AUTHORIZE A LEASE AGREEMENT (GENERAL FUND) IN THE
PRINCIPAL AMOUNT OF NOT TO EXCEED $170,000 TO ACQUIRE
PERSONAL PROPERTY FOR THE CITY, AND PROVIDING FOR
PUBLICATION OF NOTICE THEREOF
WHEREAS, it is deemed necessary and advisable that the City of Dubuque, Iowa, should
enter into a lease agreement in the principal amount of not to exceed $170,000 as authorized by
Sections 364.4 and 384.25 of the Code of Iowa, for the purpose of providing funds to pay costs
of carrying out the project as hereinafter described, and more specifically, for the lease of a
postage machine; and
WHEREAS, the term of the proposed Lease does not exceed the economic life of the
property to be acquired; and
WHEREAS, the lease agreement shall be payable from the General Fund of the City; and
WHEREAS, before a lease agreement may be authorized, it is necessary to comply with
the provisions of said Code, and to publish a notice of the proposal and of the time and place of
the meeting at which the Council proposes to take action for the authorization of the lease
agreement and to receive oral and/or written objections from any resident or property owner of
said City to such action.
2
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF DUBUQUE, IOWA:
Section 1. That this Council meet in the Historic Federal Building, 350 West 6th Street,
Dubuque, Iowa, at 6:00 o'clock P.M., on the 16th day of September, 2019, for the purpose of
taking action on the matter of the authorization of a lease agreement, in the principal amount of
not to exceed $170,000 the proceeds of which will be used to provide funds to pay costs of the
acquisition of personal property for the City.
Section 2. That the Clerk is hereby directed to cause at least one publication to be made
of a notice of said meeting, in a legal newspaper, printed wholly in the English language,
published at least once weekly, and having general circulation in said City, said publication to be
not less than four clear days nor more than twenty days before the date of said public meeting on
the authorization of said lease agreement.
Section 3. The notice of the proposed action to authorize said lease agreement shall be in
substantially the following form:
3
(To be published on or before September 11, 2019)
NOTICE OF MEETING OF THE COUNCIL OF THE CITY OF DUBUQUE,
IOWA, ON THE MATTER OF THE PROPOSED AUTHORIZATION OF A
LEASE AGREEMENT (GENERAL FUND) IN THE PRINCIPAL AMOUNT
OF NOT TO EXCEED $170,000, TO ACQUIRE PERSONAL PROPERTY FOR
THE CITY, AND THE PUBLIC HEARING ON THE AUTHORIZATION
THEREOF
PUBLIC NOTICE is hereby given that the City Council of the City of Dubuque, Iowa,
will hold a public hearing on the 16th day of September, 2019, at o'clock .M., in
the Historic Federal Building, 350 West 6th Street, Dubuque, Iowa, at which meeting the
Council proposes to take additional action for the authorization of a lease agreement in the
principal amount of not to exceed $170,000 the proceeds of which will be used in order to
provide funds to pay costs of the acquisition of personal property for the City, and more
specifically, for the lease of a postage machine. Aggregate annual payments due from the
general fund of the City on the proposed Lease Agreement and all other lease agreements in
force on the date of authorization will not exceed ten (10) percent of the last certified general
fund budget amount.
At the above meeting the Council shall receive oral or written objections from any
resident or property owner of said City, to the above action. After all objections have been
received and considered, the Council will at this meeting or at any adjournment thereof, take
additional action for the authorization of said lease agreement or will abandon the proposal.
This notice is given by order of the City Council of Dubuque, Iowa, as provided by
Sections 364.4 and 384.25 of the Code of Iowa, as amended.
Dated this day of September 2019.
City Clerk of Dubuque, Iowa
(End of Notice)
PASSED AND APPROVED this 3rd day of September 019.
Mayor
ATTEST:
CERTIFICATE
STATE OF IOWA
) SS
COUNTY OF DUBUQUE
I, the undersigned City Clerk of the City of Dubuque, State of Iowa, do hereby certify
that attached is a true and complete copy of the portion of the records of the City showing
proceedings of the Council, and the same is a true and complete copy of the action taken by the
Council with respect to the matter at the meeting held on the date indicatedin the attachment,
which proceedings remain in full force and effect, and have not been amended or rescinded in
any way; that meeting and all action thereat was duly and publicly held in accordance with a
notice of meeting and tentative agenda, a copy of which was timely served on each member of
the Council and posted on a bulletin board or other prominent place easily accessible to the
public and clearly designated for that purpose at the principal office of the Council pursuant to
the local rules of the Council and the provisions of Chapter 21, Code of Iowa, upon reasonable
advance notice to the public and media at least twenty-four hours prior to the commencement of
the meeting as required by law and with members of the public present in attendance; I further
certify that the individuals named therein were on the date thereof duly and lawfully possessed of
their respective City offices as indicated therein, that no Council vacancy existed except as may
be stated in the proceedings, and that no controversy or litigation is pending, prayed or
threatened involving the incorporation, organization, existence or boundaries of the City or the
right of the individuals named therein as officers to their respective positions.
WITNESS my hand and the seal of the Council hereto affixed this 4th day of September,
2019.
City Cl q' , City of Du
uque, Iowa
CERTIFICATE
STATE OF IOWA
) SS
COUNTY OF DUBUQUE
I, the undersigned, do hereby certify that I am now and was at the times hereinafter
mentioned, the duly qualified and acting Clerk of the City of Dubuque, in the County of
Dubuque, State of Iowa, and that as such Clerk and by full authority from the Council of the
City, I have caused a
NOTICE OF MEETING
(Lease Agreement — Postage Machine)
of which the clipping annexed to the publisher's affidavit hereto attached is in words and figures
a correct and complete copy, to be published as required by law in the "Telegraph Herald", a
legal newspaper published at least once weekly, printed wholly in the English language,
published regularly and mailed through the post office of current entry for more than two years
and which has had for more than two years a bona fide paid circulation recognized by the postal
laws of the United States, and has a general circulation in the City, and that the Notice was
published in all of the issues thereof published and circulated on the following date:
September 6, 2019.
WITNESS my official signature at Dubuque, Iowa, this 4th day of September, 2019.
61-626k142.1\116:12-000
City Clerk, City of Dubuque, Iowa
(To be published on or before September 11, 2019)
NOTICE OF MEETING OF THE COUNCIL OF THE CITY OF DUBUQUE,
IOWA, ON THE MATTER OF THE PROPOSED AUTHORIZATION OF A
LEASE AGREEMENT (GENERAL FUND) IN THE PRINCIPAL AMOUNT
OF NOT TO EXCEED $170,000, TO ACQUIRE PERSONAL PROPERTY FOR
THE CITY, AND THE PUBLIC HEARING ON THE AUTHORIZATION
THEREOF
PUBLIC NOTICE is hereby given that the City Council of the City of Dubuque, Iowa,
will hold a public hearing on the 16th day of September, 2019, at o'clock .M., in
the Historic Federal Building, 350 West 6th Street, Dubuque, Iowa, at which meeting the
Council proposes to take additional action for the authorization of a lease agreement in the
principal amount of not to exceed $170,000 the proceeds of which will be used in order to
provide funds to pay costs of the acquisition of personal property for the City, and more
specifically, for the lease of a postage machine. Aggregate annual payments due from the
general fund of the City on the proposed Lease Agreement and all other lease agreements in
force on the date of authorization will not exceed ten (10)percent of the last certified general
fund budget amount.
At the above meeting the Council shall receive oral or written objections from any
resident or property owner of said City, to the above action. After all objections have been
received and considered, the Council will atthis meeting or at any adjournmentthereof, take
additional action for the authorization of said lease agreement or will abandon the proposal.
This notice is given by order of the City Council of Dubuque, Iowa, as provided by
Sections 364.4 and 384.25 ofthe Code of Iowa, as amended.
Dated this day of September 2019.
City Clerk of Dubuque, Iowa
(End of Notice)
CITY OF DUBUQUE, IOWA
NOTICE OF MEETING OF THE COUNCIL OF THE CITY OF DUBUQUE, IOWA, ON
THE MATTER OF THE PROPOSED AUTHORIZATION OF A LEASE AGREEMENT
(GENERAL FUND) IN THE PRINCIPAL AMOUNT OF NOT TO EXCEED $170,000 TO
ACQUIRE PERSONAL PROPERTY FOR THE CITY, AND THE PUBLIC HEARING ON
THE AUTHORIZATION THEREOF
PUBLIC NOTICE is hereby given that the City Council of the City of Dubuque, Iowa, will
hold a public hearing on the 16th day of September, 2019, at 6:00 o'clock P.M., in the
Historic Federal Building, 350 West 6th Street, Dubuque, Iowa, at which meeting the
Council proposes to take additional action for the authorization of a lease agreement in
the principal amount of not to exceed $170,000, the proceeds of which will be used in
order to provide funds to pay costs of the acquisition of personal property for the City, and
more specifically, for the lease of a postage machine. Aggregate annual payments due
from the general fund of the City on the proposed Lease Agreement and all other lease
agreements in force on the date of authorization will not exceed ten (10) percent of the
last certified general fund budget amount.
At the above meeting the Council shall receive oral or written objections from any resident
or property owner of said City, to the above action. After all objections have been received
and considered, the Council will at this meeting or at any adjournment thereof, take
additional action for the authorization of said lease agreement or will abandon the
proposal.
This notice is given by order of the City Council of Dubuque, Iowa, as provided by
Sections 364.4 and 384.25 of the Code of Iowa, as amended.
Dated this 6th day of September 2019.
Kevin S. Firnstahl, CMC
City Clerk
1t 9/6
STATE OF IOWA {SS:
DUBUQUE COUNTY
CERTIFICATION OF PUBLICATION
I, Suzanne Pike, a Billing Clerk for Woodward
Communications, Inc., an Iowa corporation, publisher
of the Telegraph Herald, a newspaper of general
circulation published in the City of Dubuque, County
of Dubuque and State of Iowa; hereby certify that the
attached notice was published in said newspaper on the
following dates:
September 06, 2019,
and for which the charge is $26.66
Subscribed to before me, a Notary Public in and for
Dubuque County, Iowa,
/�
this l � day of � r , 20 !1.14
Notary Public in 4rJd for Du uque County, Iowa.
AMY WAGNER
r Commission Number 813362
My Commission Expires
October 22, 2021
STATE OF IOWA {SS:
DUBUQUE COUNTY
CERTIFICATION OF PUBLICATION
I, Suzanne Pike, a Billing Clerk for Woodward
Communications, Inc., an Iowa corporation, publisher
of the Telegraph Herald, a newspaper of general
circulation published in the City of Dubuque, County
of Dubuque and State of Iowa; hereby certify that the
attached notice was published in said newspaper on the
following dates:
September 06, 2019,
and for which the charge is $26.66
Subscribed to before me, a Notary Public in and for
Dubuque County, Iowa,
/
/ r� day of
this
, 201f
Notary Public in and '.r Dubuq e County, Iowa.
AMY WAGNER
Commission Number 813362
My Commission Expires
October 22, 2021
CITY OF DUBUQUE,
• IOWA
NOTICE OF MEETING
OF THE COUNCIL OF
THE ;. CITY. OF
DUBUQUE, IOWA, ON
THE MATTER OF THE
PROPOSED AUTHO-
RIZATION DF A LEASE
AGREEMENT (GENER-
AL FUND) IN THE
PRINCIPAL AMOUNT
OF NOT TO EXCEED
$170,000 TO ACQUIRE
PERSONAL PROPER-
TY
FOR THE CITY, j
AND THE PUBLIC I
HEARING ON THE AU-
THORIZATION ^%:THERE-
OF
PUBLIC `NOTICE is
hereby ;given that the
City Council of the City
of Dubuque, Iowa, will
hold a public hearing
on the 16th day of
September, 2019, at
6:00 o'clock P.M.,.in the
Historic Federal Build-
ing, 350 6th
Street, Dubuque,West` owa;
at which meeting the
Council" proposes , to
take additional action
for the authorization of
a lease agreement in
thenot principto ex
al ceed amount
,000of
,
the proceeds of which
will be used in order to
provide funds to , pay
costs of the acquisition
of personal property
he ,"r
specificfortally, Cityforand mothee
lease of a postage ma-
chine. Aggregate annu-
al payments due from
the general fund of the
City on the proposed
Lease Agreement and
all other.; lease :agree-
ments in force on the
date. of authorization
will not exceed ten (10)`
percent of thelast cer-
tified
er tified general fund bud-
get amount.,
At the; above meeting
the Council shall re-
ceive oral or written
objections;. from any
resident or property-
owner of said City, to
the above action. After
all objections `, have
been received and con-
sidered, the Council
will at this meeting or
at any adjournment
thereof, take additional
action for the autho-
rization of said lease
' agreement or will
abandon the proposal.
This notice is given by
order of the City Coun-
cil of Dubuque, Iowa,
as provided by:' Sec-
tions 364.4 and 384.25
of the Code of Iowa, as
amended. "
Dated this 6th day of
September 2019,
Kevin S. Firnstahl,
CMC, City Clerk
1t 9/6
TH MEDIA
P 0 BOX 29
DUBUQUE IA 52004-0029
(800) 553-4801
ORDER CONFIRMATION (CONTINUED)
Salesperson: KASEY COPELAND Printed at 09/03/19 15:15 by kcope-ww
Acct #: 1807
CITY OF DUBUQUE,
IOWA
NOTICE OF MEETING
OF THE COUNCIL OF
THE CITY OF
DUBUQUE, IOWA, ON
THE MATTER OF THE
PROPOSED AUTHO-
RIZATION OF A LEASE
AGREEMENT (GENER-
AL FUND) IN THE
PRINCIPAL AMOUNT
OF NOT TO EXCEED
$170,000 TO ACQUIRE
PERSONAL PROPER-
TY FOR THE CITY,
AND THE PUBLIC
HEARING ON THE AU-
THORIZATION THERE-
OF
PUBLIC NOTICE is
hereby given that the
City Council of the City
of Dubuque, Iowa, will
hold a public hearing
on the 16th day of
September, 2019, at
6:00 o'clock P.M., in the
Historic Federal Build-
ing, 350 West 6th
Street, Dubuque, Iowa,
at which meeting the
Council proposes to
take additional action
for the authorization of
a lease agreement in
the principal amount of
not to exceed $170,000,
the proceeds of which
will be used in order to
provide funds to pay
costs of the acquisition
of personal property
for the City, and more
specifically, for the
lease of a postage ma-
chine. Aggregate annu-
al payments due from
the general fund of the
City on the proposed
Lease Agreement and
all other lease agree-
ments in force on the
date of authorization
will not exceed ten (10)
percent of the last cer-
tified general fund bud-
get amount.
At the above meeting
the Council shall re-
ceive oral or written
objections from any
resident or property
owner of said City, to
the above action. After
all objections have
been received and con-
sidered, the Council
will at this meeting or
at any adjournment
thereof, take additional
action for the autho-
rization of said lease
agreement or will
abandon the proposal.
This notice is given by
order of the City Coun-
cil of Dubuque, Iowa,
as provided by Sec-
tions 364.4 and 384.25
of the Code of Iowa, as
amended.
Dated this 6th day of
September 2019.
Kevin S. Firnstahl, CMC
City Clerk
1t9/6
Ad #: 103647 Status: N
NASPO ValuePoint N AS P�
PARTICIPATING ADDENDUM .
� IuePoint
MAILROOM EQUIPMENT, SUPPLIES 8� M�.iNTE N C'
Led by the State of Arizona
Master Agreement#: ADSP016-169901
Contractor: NEOPOST USA INC.
Participating Entity: STATE OF IOWA
The following products or services are inciuded in this contract portfolio:
• All products and accessories listed on the Contractor page of the NASPO ValuePoint
website.
Postage Meter Rental
Mailing Systems-Ultra Low, Low, Medium, High, Production Volume
Integrated Postal Sca/es
Letter Openers-Low, High Volume
Letter Folders-Low, High Volume
Folder-lnserters-Low, Medium, High, Production Volume
Envelope Addressing System-Low, Medium, High, Production Volume
Tabbers-Low, Medium, High Volume
Extractors
Mail Furniture
Software License & Subscription
1. Scope: This addendum covers the NASPO ValuePoint Master Agreement for Mailroom
Equipment, Supplies and Maintenance led by the State of Arizona for use by state agencies
and other entities located in the Participating State �or State Entity]authorized by that State's
statutes to utilize State contracts with the prior approval of the State's Chief Procurement
Official.
2. Participation: The NASPO ValuePoint Master Agreement referenced above may be used by
all state agencies, institutions of higher education, political subdivisions and other entities
authorized by an individual state's statutes to use state/entity contracts are subject to the
approval of the respective State Chief Procurement Official. Issues of interpretation and
eligibility for participation are solely within the authority of the State Chief Procurement Official.
Within the State of lowa, all state agencies, state facilities, cities, counties or education entities
or any entity funded in part with state tax dollars, are eligible purchasers and authorized to
purchase Products and Services under the terms of this Participating Addendum in lieu of a
separate competitive selection process.
Each Agency and political subdivision will be responsible for their own charges, fees, and
liabilities, and for following their entity's procurement policies.
The State of lowa shall not be obligated to make any minimum annual purchases.
This agreement is not an exclusive agreement for procuring Mailroom Equipment, Supplies and
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Page 1 of 6
NASPO ValuePoint N AS P O
PARTICIPATING ADDENDUM .
MAILROOM EQUIPMENT, SUPPLIES & ME'.�NTE N �
IuePoint
Led by the State of Arizona
3. Primary Contacts: The primary contact individuals for this Participating Addendum are as
follows (or their named successors):
Contractor
Name: David Nagel
Address: Neopost USA Inc. 478 Wheelers Farms Rd. Milford, CT 06461
Telephone: 573.489.8860
Fax:
Email: d.nagel@neopost.com
Participatinq Entitv
Name: State of lowa — Randall Stapp, Purchasing Agent 3
Address: Hoover Building, 3�d Floor, 1305 E. Walnut Street, Des Moines, IA 50319
Telephone: 515 242 5005
Fax:
Email: randall.stapp@iowa.gov
4. PARTICIPATING STATE MODIFICATIONS OR ADDITIONS TO THE MASTER AGREEMENT
These modifications or additions apply only to actions and relationships within the Participating
Entity.
Participating Entity must check one of the boxes below.
U No changes to the terms and conditions of the Master Agreement are required.
[x] The following changes are modifying or supplementing the Master Agreement terms and
conditions.
4_1 Software license terms and conditions shall be mutually agreed upon in writing by the
purchasing entity's authorized individual and Neopost.
4_2 All purchasing entities requiring the use of a Postage Meter will comply with all United
States Postal Service regulations and meter terms and conditions applicable to the rental and
use of postage meters supplied under this participating addendum as provided by the
Contractor.
Page 2 of 6
NASPO ValuePoint N A S P O
PARTICIPATING ADDENDUM .
MAILROOM EQUIPMENT, SUPPLIES & M/`.iNTE N C`
IuePa�nt
Led by the State of Arizona
4.3 Reports: The Contractor shall submit quarterly reports to the Participating State Contract
Administrator showing all sales made quarterly against this Participating Addendum within the
State of lowa. Such reports will show the quantities and dollar volume of purchases by each
Purchaser.
Schedule:
Quarter Endinq Report Due
March 31 April 30
June 30 July 31
September 30 October 31
December 31 January 31
4.4 Administrative Fee: Without affecting the approved Product or Service prices or discounts
specified in the Master Agreement and this Participating Addendum, the State of lowa shall be
entitled to receive a one percent (1.00%) administrative fee on all sales made within the State
of lowa against this agreement. The administration fee due to the State of lowa shall be paid
quarterly by Contractor directly to the Participating State, made payable to the "lowa
Department of Administrative Services".
Send to:
State of lowa — DAS/Central Procurement Bureau
Attention: DAS —CPFSE CFO
1305 E. Walnut St.
Des Moines, IA 50319
4.5 Pricinq: Contractor's stated prices on the Contractor's approved NASPO ValuePoint Master
Agreement web site shall be the pricing approved and agreed to with NASPO ValuePoint
Master Agreement and by Participating State by signing this Participating Addendum.
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following the date the entire order is delivered or the date a correct invoice is received,
whichever is later. After 60 days the Contractor may assess overdue account charges up to a
maximum rate of one percent per month on the outstanding balance. Payments will be remitted
by mail. Payments may be made via a State or political subdivision "Purchasing Card"with no
additional charge.
Page 3 of 6
NASPO ValuePoint � N A S P O
PARTICIPATING ADDENDUM .
MAILROOM EQUIPMENT, SUPPLIES & Ml�iNTE N C'
IuePo�n
Led by the State of Arizona
4.7 Terms and Conditions: Terms and conditions are attached. This agreement shall be
construed and enforced in accordance with the laws of the State of lowa. If there is a conflict
between the terms and conditions of NASPO Master Agreement ADSPO-169901 and the State
of lowa terms and conditions for goods and services (attached) the State of lowa terms and
conditions shall prevail.
There shall be no penalty for early termination of the agreement.
The term of this Participating Addendum will be effective upon the final execution date by the
Participating State and co-terminus with the Master Agreement term unless otherwise cancelled
or terminated as set forth in this Participating Addendum by the Participating State. Lead State
amendments to extend the term date are automatically incorporated into this Participating
Addendum unless terminated early in accordance with the terms and conditions of the Master
Agreement or this Participating Addendum.
4.8 Lease/Rental Aqreements:
Equipment Lease and Rental Agreements are authorized in accordance with the terms of
NASPO ValuePoint Master Price Agreement number ADSPO-169901.
State of lowa Agencies, facilities and departments, financing options, are either a) an
operating (true) lease or b) renting. Installment purchase or LTOP leases are not allowed.
Political subdivisions may have the option to use an installment purchase or LTOP lease
in accordance with their respective procurement policies and procedures.
Any underlying leases to this agreement will remain in full force and effect throughout the stated
lease term of such lease agreement, subject to termination provisions stipulated with such
lease.
Sales & Purchase Tax will not be charged.
4.9 Subcontractors:
All Neopost contractors, subcontractors, Authorized Sales and Services Representatives
authorized in the State of lowa, as shown on the dedicated Neopost website, are approved to
provide sales and service support to participants in the NASPO ValuePoint Master
Agreement. The contractor's dealer participation will be in accordance with the terms and
conditions set forth in the aforementioned Master Agreement.
4.10 Purchase Order Instructions:
All orders under this PA are to be made out to and processed by Neopost and should
contain the following (1) Mandatory Language "PO is subject to NASPO ValuePoint
Page 4 of 6
NASPO ValuePoint N A S P�
PARTICIPATING ADDENDUM .
MAILROOM EQUIPMENT, SUPPLIES & M/:iNTE N C'
IuePa�nt
Led by the State of Arizona
Master Agreement number ADSPO-169901 " (2) Your Name, Address, Contact, & Phone-
Number.
Any order placed by a Participating Entity or Purchasing Entity for a product and/or service
available from this Master Agreement shall be deemed to be a sale under (and governed by the
prices and other terms and conditions) of the Master Agreement and the Participating
Addendum unless the parties to the order agree in writing that another contract or agreement
applies to such order.
4.11 Individual Customer:
Each State agency and political subdivision, as a Purchasing Entity, that purchases
products/services under this Participating Addendum will be treated as if they were Individual
Customers. Except to the extent modified by a Participating Addendum, each agency and
political subdivision will be responsible to follow the terms and conditions of the Participating
Addendum Master Agreement; and they will have the same rights and responsibilities for their
purchases as the Participating Entity has in the Master Agreement. Each agency and political
subdivision will be responsible for their own charges, fees, and liabilities. Each agency and
political subdivision will have the same rights to any indemnity or to recover any costs allowed in
the contract for their purchases. The Contractor will apply the charges to each Purchasing
Entity individually.
4.12 Section 7.2 (State of Arizona Uniform Terms and Conditions], subsection 6 [Risk and
Liability], subsection 6.1 [Risk of Loss] is hereby amended by adding the following at the end of
said subsection 6.1: "provided, however, that the State shall be deemed to have accepted a
Product as to which it doesn't indicate nonconformity within sixty (60) days of the delivery of the
product.
5. ENTIRE AGREEMENT
This Participating Addendum and the Master Price Agreement number ADSPO-169901
(administered by the State of Arizona) together with its exhibits, set forth the entire agreement
between the parties with respect to the subject matter of all previous communications,
representations or agreements, whether oral or written, with respect to the subject matter
hereof. Terms and conditions inconsistent with, contrary or in addition to the terms and
conditions of this Addendum and the Price Agreement, together with its exhibits, shall not be
added to or incorporated into this Addendum or the Price Agreement and its exhibits, by any
subsequent purchase order or otherwise, and any such attempts to add or incorporate such
terms and conditions are hereby rejected. The terms and conditions of this Participating
Addendum and the Price Agreement and its exhibits shall prevail and govern in the case of any
such inconsistent or additional terms within the Participating State/Entity.
Page 5 of 6 •
NASPO ValuePoint N A S P O
PARTICIPATING ADDENDUM M '�,
IuePo�nt ,�
MAILROOM EQUIPMENT, SUPPLIES � M _ _'�' N � i
Led by the State of Arizona
IN WITNESS, WHEREOF, the parties have executed this Addendum as of the date of execution
by both parties below.
Pa�ticipating Entity: Contractor: Neopost USA Inc.
State of lowa—Randall Stapp
Signature: Signature:
��� Sf
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Name: Name:
Randall Stapp Kevin O'Connor �
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Title: Title: ,
Purchasing Agent 3, CPPO, CPPB VP Marketing 'I
Date: Date: I
10/06/2017 10/C/2017
Page 6 of fi i
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. �I
General Terms and Conditions for Goods Contracts �',
Effective 5/1/2016 I''
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1.1 Definitions �
The following words shall be defined as set forth below:
"Bid Proposal" means the Contractor's quote, bid, or proposal submitted in response to the '
Competitive Bidding Document. i
"Competitive Bidding Document" means the Request for Proposals, Request for Bids, or ��i
Request for Quotation (and any addenda thereto) identified in the Contract that was issued I
to solicit the goods. ',
"Contract" means the collective documentation memorializing the terms of the agreement
between the State and the Contractor identified on the Contract Declarations & Execution
Page(s) and includes the signed Contract Declarations & Execution Page(s), the Special Terms,
these General Terms for Goods Contracts, any Special Contract Attachments, any signed
certifications,and all other attachments to the Contract Declarations& Execution Page (s).
"Contract Declarations & Execution Page(s)" [not applicable] means the document that
contains basic information about the Contract and incorporates by reference the Contractor's
Bid Proposal in response to the Competitive Bidding Document, these General Terms and
Conditions for Goods Contracts, the final pricing documentation for goods, and the Special
Terms. However, no objection or amendment by a Contractor to the Competitive Bidding
Document requirements shall be incorporated by reference into this Contract unless the State
has accepted the Contractor's objection or amendment in writing.
"Contractor" means the provider of the goods under the Contract.
"Product" refers to any other products, goods, materials or items that are ordered, developed,
produced, delivered, installed, licensed, performed, provided, or otherwise made available,
under or through this Contract or Order. The term "Product" includes all related, provided, or
supplied Documentation, updates, source code, upgrades, and enhancements.
"Purchase Instrument" means the documentation issued by the State to the Contractor
for a purchase of goods in accordance with the terms and conditions of the Contract. It
may include an identification of the items to be purchased, the delivery date and location, the
address where the Contractor should submit the invoices, and any other requirements deemed
necessary by the State. Any pre-printed contract terms and conditions included on Contractor's
forms or invoices shall be null andvoid.
"Special Contract Attachments" means any attachment to this Contract indicated on the
Contract Declarations& Execution page(s).
"Special Terms" means the Contract attachment entitled "Special Terms" that contains terms
specific to this Contract, including but not limited to any amendments to these General Terms
and Conditions for Services Contracts. If there is a conflict between the General Terms and
Conditions for Goods Contracts and the Special Terms,the Special Terms shall prevail.
"State" means the State of lowa, the state agency identified on the Contract Declarations
& Execution Page(s), and all state agencies, boards, and commissions, and any political
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subdivisions making purchases off of this Contract as permitted by the Competitive Bidding ,I
Document. �I
1.2 Availability of Contract to Other Entities I
All other agencies of the State of lowa and all political subdivisions of the State of lowa may !
make purchases pursuant to the Contract as permitted by the Competitive Bidding Document. 1'�,
1.3 Duration of Contract �I
The term of the Contract shall begin and end per the Participating Addendum unless i
terminated earlier in accordance with the applicable terms and conditions.
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1.4 Description of Goods �
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1.4.1 Specifications in Competitive Bidding Documents II
The Contractor shall provide goods that comply with the specifications contained ,
in the Competitive Bidding Document identified by bid number in the Contract �
Declarations & Execution Page(s). i
1.4.2 Product Shipment and Delivery ',
All products shall be shipped F.O.B. Destination. Destination shall be the location(s) ',
specified in the Purchase Instrument. Contractor bears all risk of loss during shipment ',
of goods. The Contractor shall properly package goods. The State will not accept I�
noticeably damaged goods. The State reserves the right to inspect the goods at a ',
reasonable time subsequent to delivery in the event the State is unable to perform an
adequate inspection of the goods at the time of delivery. If the State discovers �
damaged or defective goods not readily apparent at the time of delivery, the State �
shall have the right to return goods at no cost to the State, regardless of when the ;
damage or defect is discovered, as long as any loss, damage or destruction to the I
Equipment is not the result of gross negligence or willful misconduct. i
1.4.3 Non-Exclusive Rights I
The Contract is not exclusive. The State reserve the right to select other contractors I
to provide goods similar or identical to goods described in the Contract during the
term of the Contract.
1.4.4 No Minimums Guaranteed �!i
The Contract does not guarantee any minimum level of purchases. I
1.5 Compensation I
1.5.1 Pricing ��
The Contractor will be compensated in accordance with the payment terms outlined , I
in the Contract Payment Terms and Scope of Work described in the Special Terms. !
The Contractor shall submit, on the frequency established on the Contract I'
Declarations & Execution Page(s) an invoice for Deliverables rendered in accordance i
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with this Contract. The invoice shall comply with all applicable rules concerning I'�
payment of such claims. The Agency shall verify the Contractor's performance of the I�
Deliverables outlined in the invoice before making payment. The Agency shall pay all I
approved invoices in arrears and in conformance with lowa Code 8A.514. The Agency �,
may pay in less than sixty (60) days, but an election to pay in less than sixty (60) days ���
shall not act as an implied waiver of lowa Code §8A.514. ',
Unless otherwise agreed in writing by the parties, the Contractor shall not be entitled �
to receive any other payment or compensation from the State for any Deliverables
provided by or on behalf of the Contractor under this Contract. The Contractor shall �
be solely responsible for paying all costs, expenses and charges it incurs in connection ��I
with its performance under this Contract. �
1.5.2 Billings
The Contractor shall submit, on a regular basis an invoice for goods supplied to the
State under the Contract at the billing address specified in the Purchase Instrument.
The invoice shall comply with all applicable ru�es concerning payment of such claims.
The State shall verify the Contractor's performance of the services outlined in the
invoice before making payment.The State shall pay all approved invoices in arrears and
in accordance with applicable provisions of lowa law.
1.5.3 Delay of Payment Due to Contractor's Failure
If the State determines that the Contractor has failed to perform or deliver any
service or product as required by the Contract, the Contractor shall not be entitled
to any compensation under the Contracts until such service or product is performed
or delivered. In this event, the State may withhold that portion of the Contractor's
compensation which represents payment for goods that were not delivered.
1.5.4 Setoff Against Sums Owed by the Contractor
In the event that the Contractor owes the State any sum under the terms of the
Contract, pursuant to any judgment, or pursuant to any law, the State may set off the
sum owed to the State against any sum owed by the State to the Contractor in the
State's sole discretion, unless otherwise required by law. The Contractor agrees that
this provision constitutes proper and timely notice under the law of setoff.
1.6 Termination
1.6.1 Immediate Termination by the State
The State may terminate this Contract for any of the following reasons effective
immediately without advance notice:
1.6.1.1 In the event the Contractor is required to be certified or licensed as a
condition precedent to providing goods, the revocation or loss of such
license or certification will result in immediate termination of the
Contract effective as of the date on which the license or certification is
no longer in effect;
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1.6.1.2 The State determines that the actions, or failure to act, of the Contractor, I
its agents, employees or subcontractors have caused, or reasonably could I
cause, a person's life, health or safety to be jeopardized; �
1.6.1.3 The Contractor fails to comply with confidentiality laws or provisions; �I�
1.6.1.4 The Contractor furnished any statement, representation or certification in I'
connection with the Contract or the bidding process which is materially ,
false, deceptive, incorrect or incomplete. �
1.6.2 Termination for Cause
The occurrence of any one or more of the following events shall constitute cause for �
the State to declare the Contractor in default of its obligations under its Contract. j
1.6.2.1 The Contractor fails to deliver or has delivered nonconforming goods or !,
fails to perform, to the State's satisfaction, any material requirement of its ',
Contract or is in violation of a material provision of the Contract, !,
including, but without limitation, the express warranties made by the ',
Contractor; ',
1.6.2.2 The State determines that satisfactory performance of its Contract is �
substantially endangered or that a default is likely to occur; '
1.6.2.3 The Contractor fails to make substantial and timely progress toward
performance of the Base and/or SubsequentContracts;
1.6.2.4 The Contractor becomes subject to any bankruptcy or insolvency
proceeding under bankruptcy laws; the Contractor terminates or suspends
its business; or the State reasonably believes that the Contractor has %
become insolvent or unable to pay its obligations as they accrue consistent
with applicable federal or state law; i,
1.6.2.5 The Contractor has failed to comply with applicable federal, state and local II�,
laws, rules, ordinances, regulations and orders when performing within the 'i
scope of the Contract; �
1.6.2.6 The Contractor has engaged in conduct that has or may expose the State ��
or the State to liability, as determined in the State's sole discretion; or '
1.6.2J The Contractor has infringed any patent, trademark, copyright, trade dress I!,
or any other intellectual property rights of the State, the State, or a third '
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party. I
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1.6.3 Notice of Default i
If there is a default event caused by the Contractor, the State shall provide written �
notice to the Contractor requesting that the breach or noncompliance be remedied ;
within the period of time specified in the State's written notice to the Contractor. If i
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the breach or noncompliance is not remedied by the date of the written notice, the
State may: �
1.6.3.1 Immediately terminate its Contract without additional written notice; ,
and/or, '�
1.6.3.2 Procure substitute goods from another source and charge the difference II
between the current contract and the substitute contract to the defaulting �'�,
Contractor; and/or, 'i
1.6.3.3 Enforce the terms and conditions of the Contract and seek any legal or II
equitable remedies. �'
�I1.6.4 Termination Upon Notice
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Following 30 days' written notice, the State may terminate its Contract in whole or
in part without the payment of any penalty or incurring any further obligation to
the Contractor. Following termination upon notice, the Contractor shall be entitled
to compensation, upon submission of invoices and proper proof of claim, for ,
goods provided under the Contract to the State up to and including the date of i
termination. ',
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1.6.5 Termination Due to Lack of Funds or Change in Law
The State shall have the right to terminate its Contract without penalty by giving 30
days' written notice to the Contractor as a result of any of the following: ',
1.6.5.1 Adequate funds are not appropriated or granted to allow the State to �I'i
operate as required and to fulfill its obligations under the Contract; ��,
1.6.5.2 Funds are de-appropriated or not allocated or if funds needed by the State, I
at the State's sole discretion, are insufficient for any reason; �i
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1.6.5.3 The State's authorization to operate is withdrawn or there is a material I�
alteration in the programs administered by the State; I,
1.6.5.4 The State's duties are substantially modified. '
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1.6.6 Remedies of the Contractor in Event of Termination by the State ;
In the event of termination of the Contract for any reason by the State, the State �
shall pay only those amounts, if any, due and owing to the Contractor for goods �
actually rendered up to and including the date of termination of the Contract and ;
for which the State is obligated to pay pursuant to its Contract or Purchase �i
Instrument. Payment will be made only upon submission of invoices and ;
federal or state law to the extent allowed by applicable federal or state law '',
including proper proof of the Contractor's claim. This provision in no way limits I
the remedies available to the State under the Contract in the event of termination.
The State shall not be liable for any of the following costs: �
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1.6.6.1 The payment of unemployment compensation to the Contractor's I�I
employees; II
1.6.6.2 The payment of workers' compensation claims, which occur during the �!I
Contract or extend beyond the date on which the Contract terminates;
1.6.6.3 Any costs incurred by the Contractor in its performance of the Contract,
including, but not limited to, startup costs, overhead or other costs
associated with the performance of the Contract;
1.6.6.4 Any taxes that may be owed by the Contractor in connection with the I,
performance of the Contract, including, but not limited to, sales taxes,
excise taxes, use taxes, income taxes or propertytaxes.
1.6.7 The Contractor's Termination Duties
Upon receipt of notice of termination or upon request of the State, the Contractor
shall:
1.6.7.1 Cease work under the Contract and take all necessary or appropriate
steps to limit disbursements and minimize costs, and furnish a report
within thirty (30) days of the date of notice of termination, describing
the status of all work under the Contract, including, without limitation,
results accomplished, conclusions resulting therefrom, and any other
matters the State may require,
1.6.7.2 Immediately cease using and return to the State, any personal property
or materials, whether tangible or intangible, provided by the State to the
Contractor.
1.6.7.3 Comply with the State's instructions for the timely transfer of any active
files and work product produced by the Contractor under the Contract.
1.6.7.4 Cooperate in good faith with the State, its employees, agents and
contractors during the transition period between the notification of
termination and the substitution of any replacement Contractor.
1.6.7.5 Immediately return to the State any payments made by the State for
goods that were not delivered or rendered by the Contractor.
1.7 Confidentiallnformation
1.7.1 Access to Confidential Data
The Contractor's employee,s, agents, and subcontractors may have access to
confidential data maintained by the State to the extent necessary to carry out its
responsibilities under the Contract. The Contractor shall presume that all information
received pursuant to the Contract is confidential unless otherwise designated by the
State. If it is reasonably likely the Contractor will have access to the State's
confidential information:
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1J.1.1 The Contractor shall rovide to the State a written description of its �'
p ,
policies and procedures to safeguard confidential information; ;
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1.7.1.2 Policies of confidentiality shall address, as appropriate, information I
conveyed in verbal,written, and electronic formats; i
1J.1.3 The Contractor must designate one individual who shall remain the �I,
responsible authority in charge of all data collected, used, or disseminated 'I
by the Contractor in connection with the performance of the Contract; and �i
1J.1.4 The Contractor shall provide adequate supervision and training to its ;I
agents, employees and subcontractors to ensure compliance with the terms
of the Contract.
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1J.2 Ownership �
The private or confidential data shall remain the property of the State at all times. i,
1J.3 No Dissemination of Confidential Data ;
No confidential data collected, maintained, or used in the course of performance of '
the Contract shall be disseminated except as authorized by law and with the written ',
consent of the State, either during the period of the Contract or thereafter. Any data ',
supplied to or created by the Contractor shall be considered the property of the I
State. The Contractor must return any and all data collected, maintained, created or '�,
used in the course of the performance of the Contract, in whatever form it is �'I
maintained, promptly at the request of the State. !,
1J.4 Subpoena '
In the event that a subpoena or other legal process is served upon the Contractor for ',
records containing confidential information, the Contractor shall promptly notify the
State and cooperate with the State or the State in any lawful effort to protect the
confidential information.
1.7.5 Reporting of Unauthorized Disclosure
The Contractor shall immediately report to the State any unauthorized disclosure
of confidential information.
1.7.6 If Contractor requests confidential treatment with respect to any information or
material contained within its Bid Proposal and if a judicial or administrative proceeding
is initiated to compel the release of such material, Contractor shall,at its sole expense,
appear in the proceeding or otherwise obtain an order restraining the release of such
material from a court of competent jurisdiction. Agency may release the information
or material with or without advance notice to Contractor if no judicial or administrative
proceeding is initiated and Agency determines the information or material is not
confidential under lowa or other applicable law, or if Contractor failed to properly
request confidential treatment under the RFP, or if Contractor rescinds its request for
confidential treatment.
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1.7.7 Survives Termination �
The Contractor's confidentiality obligation under the Contract shall survive termination �
of the Contracts. ',
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1.8 Indemnification ;
1.8.1 The Contractor agrees to indemnify and hold harmless the State of lowa, the States, its ,
officers, employees, volunteers and agents (collectively the indemnified parties) from I�
any and all costs, expenses, losses, claims, damages, liabilities, settlements and ,I
judgments, including reasonable value of the time-spent by the Attorney GeneraPs 'i
Office, and the costs and expenses and reasonable attorneys' fees of other counsel �
required to defend the indemnified parties, related to or arising from: �
1.8.1.1 Any breach of the Contract;
1.8.1.2 Any negligent, intentional or wrongful act or omission of the Contractor or ;
any employee, agent or subcontractor utilized or employed by the �'�,
Contractor; �I
1.8.1.3 Any failure of goods to comply with applicable specifications, warranties, II
and certifications under the Contract; ;
1.8.1.4 The negligence or fault of the contractor in design, testing, development, �,
manufacture, or otherwise with respect to the goods or any parts thereof I
provided under the Contract; i,
1.8.1.5 Claims, demands, or lawsuits that, with respect to the goods or any parts 'I�
thereof, allege product liability, strict product liability, or any variation i
thereof; i
1.8.1.6 The Contractor's performance or attempted performance of the Contract, I''
including any employee, agent or subcontractor utilized or employed by
the Contractor;
1.8.1J Any failure by the Contractor to comply with the Compliance with the Law ��,
provision of the Contract; I,
1.8.1.8 Any failure by the Contractor to make all reports, payments and ,
withholdings required by federal and state law with respect to social
security, employee income and other taxes, fees or costs required by the �
Contractor to conduct business in the State of lowa or United States; '
1.8.1.9 Any infringement of any copyright, trademark, patent, trade dress, or other
intellectual property right; or
1.8.1.10 Any failure by the Contractor to adhere to the confidentiality provisions of
the Contract.
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1.8.2 Survives Termination I,
The indemnification obligation of the Contractor shall survive termination of the ��I
Contract. ��
1.9 Insurance I��
1.9.1 Insurance Requirements !
The Contractor, and any subcontractor, shall maintain in full force and effect, with ',
insurance companies licensed by the State of lowa, at the Contractor's expense, �I,
insurance covering its work during the entire term of this Contract and any extensions i
or renewals.The Contractor's insurance shall, among other things, be occurrence based I
and shall insure against any loss or damage resulting from or related to the Contractor's �,
performance of this Contract regardless of the date the claim is filed or expiration of the
policy. The State of lowa and the purchasing agency shall be named as additional
insureds or loss payees, or the Contractor shall obtain an endorsement to the same II
effect,as applicable. I,
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1.9.2 Types and Amounts of Insurance Required �
Unless otherwise requested by the State in writing, the Contractor shall cause to be ,
issued insurance coverages insuring the Contractor and/or subcontractors against all I
general liabilities, product liability, personal injury, property damage, and (where 'i
applicable) professional liability in the amount specified on the Contract Declarations ,
and Execution page for each occurrence. In addition, the Contractor shall ensure it has
any necessary workers' compensation and employer liability insurance as required by �
lowa law. i
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1.9.3 Certificates of Coverage i
All insurance policies required by this Contract shall remain in full force and effect �
during the entire term of this Contract and any extensions or renewals thereof and shall i
not be canceled or amended except with the advance written approval of the State.The ,
Contractor shall submit certificates of the insurance, which indicate coverage and notice i
provisions as required by this Contract,to the State upon execution of this Contract.The i
certificates shall be subject to approval by the State. The insurer shall state in the I
certificate that no cancellation of the insurance will be made without prior written notice '
to the State. Approval of the insurance certificates by the State shall not relieve the II
Contractor of any obligation under this Contract. �,
1.9.4 Waiver of Subrogation Rights IIi
The Contractor shall obtain a waiver of any subrogation rights that any of its insurance �
carriers might have against the State. The waiver of subrogation rights shall be i
indicated on the certificates of insurance coverage supplied to the State.
1.10 Performance Bond
When applicable, the Contractor shall post a performance bond in an amount equal to the
amount shown on the Contract Declarations & Execution Page(s) and provide a copy of the
bond to the State within (10) days of execution of this Contract. The Contractor shall pay the
cost of the bond. In the event that the Contractor or any subcontractor or any officer, director,
employee or agent of the Contractor or any subcontractor or any parent or subsidiary �
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corporation of the Contractor or any subcontractor fails to fully and faithfully perform any
II
material requirement of this Contract, including without limitation the Contractor's obligation I
to indemnify the State and pay damages to the State, the performance bond shall be forfeited '
to the State. The bond shall be in a form customarily used in the Contractor's industry and shall I
be written by a surety authorized to do business in lowa and that is acceptable to the State. The �
bond shall be in effect at all times during the term of this Contract and any extensions or ��
renewals thereof and for one (1) year following the conclusion of the Contract. The Contractor !
warrants that it will maintain the required performance bond coverage as described herein ;
without any lapse in coverage. A lapse of the bond will be a material breach of the Contract and j
shall be considered cause for the State to declare the Contractor in default under this Contract. �
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1.11 Warranties ��
1.11.1 Construction of Warranties Expressed in the Contract with Warranties Implied by i
Law �
All warranties made by the Contractor and/or subcontractors in all provisions of the �
Contract and the Contracto�'s Bid Proposal, whether or not the Contract specifically ;
denominates the Contractor's and/or subcontractors' promise as a warranty or whether ',
the warranty is created only by the Contractor's affirmation or promise, or is created by '
a description of the materials, goods to be provided, or by provision of samples to the ;
State shall not be construed as limiting or negating any warranty provided by law, �I
including without limitation, warranties which arise through course of dealing or usage I
of trade, the warranty of inerchantability, and the warranty of fitness for a particular
purpose. The warranties expressed in the Contract are intended to modify the '
warranties implied by law only to the extent that they expand the warranties applicable I
to the goods provided by the Contractor. The provisions of this Section apply during the �,
term of the Contract and any extensions or renewals thereof. ',
1.11.2 Warranty—Nonconforming Goods �I
All goods delivered by Contractor to the State shall be free from any defects in design, '',
material, or workmanship. If any goods offered by the Contractor are found to be '
defective in material or workmanship, or do not conform to Contractor's warranty, the
State shall have the option of returning, repairing, or replacing the defective goods at
Contractor's expense. Payment for goods shall not constitute acceptance. Acceptance
by the State shall not relieve the Contractor of its warranty or any other obligation
under the Contract.
1.11.3 Compliance with Federal Safety Acts
Contractor warrants and guarantees to the State that the goods provided under the
Contract are in compliance with Sections 5 and 12 of the Federal Trade Commission
Act; the Fair Packaging and Labeling Act; the Federal Food, Drug, and Cosmetic Act; the
Consumer Product Safety Act; the Federal Environmental Pesticide Control Act; the
Federal Hazardous Substances Act; the Fair Labor Standards Act; the Wool Products
Labeling Act; the Flammable Fabrics Act; the Occupational Safety and Health Act; the
Office of Management and Budget 2 CFR part 200 and the Anti-Kickback Act of 1986.
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1.11.4 Concepts, Materials,and Goods Produced j
Contractor represents and warrants that all the concepts, materials, and goods �'�,
produced, or provided to the State pursuant to the terms of the Contract shall be i,
wholly original with the Contractor or that the Contractor has secured all applicable ,
interests, rights, licenses, permits or other intellectual property rights in such concepts, 'i
materials, and goods. The Contractor represents and warrants that the concepts, ,
materials, and goods and the State's use of same and the exercise by the State of the ',
rights granted by the Contract shall not infringe upon any other work, other than �'�
material provided by the Contract to the Contractor to be used as a basis for such
materials, or violate the rights of publicity or privacy of, or constitute a libel or slander
against, any person, firm or corporation and that the concepts, materials and works
will not infringe upon the copyright,trademark, trade name,trade dress patent, literary, �
dramatic, statutory, common law or any other rights of any person, firm or corporation I
or other entity. The Contractor represents and warrants that it is the owner of or
otherwise has the right to use and distribute the goods contemplated by the Contract.
1.11.5 Conformity with Contractual Requirements
The Contractor represents and warrants that the goods provided in accordance with the
Contract will appear and operate in conformance with the terms and conditions of the
Contract.
1.11.6 Authority to Enter into Contract
The Contractor represents and warrants that it has full authority to enter into the
Contract and that it has not granted and will not grant any right or interest to any
person or entity that might derogate, encumber or interfere with the rights granted to
the State.
1.11.7 Obligations Owed to Third Parties
The Contractor represents and warrants that all obligations owed to third parties with
respect to the activities contemplated to be undertaken by the Contractor pursuant to
the Contract are or will be fully satisfied by the Contractor so that the State will not have
any obligations with respect thereto.
1.11.8 Title to Property
The Contractor represents and warrants that title to any property assigned, conveyed or
licensed to the State is good and that transfer of title or license to the State is rightful
and that all property shall be delivered free of any security interest or other lien or
encumbrance.
1.11.9 Industry Standards
The Contractor represents and expressly warrants that all aspects of the goods provided
or used by it shall at a minimum conform to the standards in the Contractor's industry.
This requirement shall be in addition to any express warranties, representations, and
specifications included in the Contract,which shall take precedence.
1.11.10 Data Processing Warranty
Contractor warrants that each item of hardware, software, firmware, or a custom
designed and developed software program or a system which is developed or delivered
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under, or used by Contractor in connection with its performance of, this Contract, shall
accurately process data, including, but not limited to, calculating, comparing and
sequencing, from, into, between and among the nineteenth, twentieth and twenty-first �
centuries, including leap year calculations, when used in accordance with the item's j
documentation provided by Contractor. �
1.11.10.1 If the items to be developed and delivered under this Contract are to �
perform as a system with other hardware and/or software, then the I
warranty shall apply to the items developed and delivered as the items �
process, transfer, sequence data, or otherwise interact with other �
components or parts of the system. This warranty shall survive the term j
of this Contract. The remedies available to the State for a breach of i
warranty includes, but is not limited to, repair or replacement of non- �
compliant items orsystems.
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1.11.10.2 Nothing in this warranty shall be construed to limit any rights or remedies I
of the State under this Contract with respect to defects in the items other �
than the Data Processing Warranty. �
1.12 Product Recall '
In the event that any of the goods are found by the Contractor, the State, or any governmental ,I
agency or court having jurisdiction to contain a defect, serious quality or performance ',
deficiency, or not to be in compliance with any standard or requirement so as to require or
make advisable that such goods be reworked or recalled, the Contractor will promptly
communicate all relevant facts to the State and undertake all corrective actions, including I,
those required to meet all obligations imposed by laws, regulations, or orders, and shall file all ''
necessary papers, corrective action programs, and other related documents, provided that ,
nothing contained in this section shall preclude the State from taking such action as may be II
required of it under any such law or regulation. The Contractor shall perform all necessary i
repairs or modifications at its sole expense except to any extent that the Contractor and the
State shall agree to the performance of such repairs by the State upon mutually acceptable �
terms.
1.13 Contract Administration
1.13.1 Incorporation of Documents
The parties acknowledge that the Contract consists of these contract terms and
conditions as well as the Competitive Bidding Document and the Bid Proposal. The
Competitive Bidding Document and the Contractor's Bid Proposal are incorporated into
the Contract by reference, except that no objection or amendment by a Contractor to
the Competitive Bidding Document requirements shall be incorporated by reference
into the Contract unless the State has explicitly accepted the Contractor's objection or
amendment in writing. If there is a conflict between the Contract, the Competitive
Bidding Document and the Bid Proposal, the conflict shall be resolved according to the
following priority, ranked in descending order: (1) the Contract; (2) the Competitive
Bidding Document; (3)the Bid Proposal.
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1.13.2 Intent of References to Competitive Bidding Documents ;
The references to the parties' obligations, which are contained in this document, are I
intended to supplement or clarify the obligations as stated in the Competitive Bidding I
Document and the Contractor's Bid Proposal. The failure of the parties to make
reference to the terms of the Competitive Bidding Document or the Contractor's Bid I
Proposal in this document shall not be construed as creating a conflict and will not �
relieve the Contractor of the contractual obligations imposed by the terms of the �
Competitive Bidding Document and the Contractor's Bid Proposal. The contractual j
obligations of the State cannot be implied from the Contractor's Bid ProposaL �I
1.13.3 Compliance with the Law; Nondiscrimination in Employment II
The Contractor, its employees, agents, and subcontractors shall not engage in I
discriminatory employment practices which are forbidden by federal or state law, II
executive orders, and rules of the lowa Department of Administrative Services. The �
Contractor, its employees, agents, and subcontractors shall comply with all applicable
federal, state, and local laws, rules, ordinances, regulations, orders when performing
under the Contract, including without limitation, all laws applicable to the prevention of
discrimination in employment (e.g., lowa Code chapter 216 and section 19B.7) and the
use of targeted small businesses as subcontractors and suppliers.
Upon the State's written request, the Contractor shall submit to the State a copy of its
affirmative action plan, containing goals and time specifications, and accessibility plans
and policies as required under lowa Administrative Code chapter 11-121.
The Contractor, its employees, agents and subcontractors shall also comply with all
federal, state, and local laws, including any permitting and licensure requirements, in
carrying out the work performed under this Contract.
In the event Contractor contracts with third parties for the performance of any of the
Contractor obligations under this Contract as set forth in section 1.13.8, Contractor shall
take such steps as necessary to ensure such third parties are bound by the terms and
conditions contained in this section.
Notwithstanding anything in this Contract to the contrary, Contractor's failure to fulfill
any requirement set forth in this section shall be regarded as a material breach of this
Contract and the State may cancel, terminate, or suspend, in whole or in part, this
Contract. The State may further declare Contractor ineligible for future state contracts
in accordance with authorized procedures or the Contractor may be subject to other
sanctions as provided by law or rule.
1.13.4 Amendments
The Contract may be amended in writing from time to time by mutual consent of the
parties. All amendments to the Contract must be in writing and fully executed by the
parties.
1.13.5 Third-Party Beneficiaries
There are no third-party beneficiaries to the Contract.The Contract is intended only to
benefit the State and the Contractor.
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1.13.6 Choice of Law and Forum �
The laws of the State of lowa shall govern and determine all matters arising out of or in ���
connection with this Contract without regard to the choice of law provisions of lowa �i
law. Any and all litigation commenced in connection with this Contract shall solely be
brought in the District Court for the State of lowa in the county where venue is I
appropriate. Alternatively, if venue is proper in federal court, suit shall solely be brought
in the United States District Court for the Northern or Southern District of lowa, �
wherever jurisdiction is appropriate. Nothing contained in this provision shall be �
construed as waiving any immunity to suit or liability, including without limitation
sovereign immunity or Eleventh Amendment immunity, which may be available to the
State. �I
1.13.7 Assignment and Delegation
The Contract may not be assigned, transferred or conveyed in whole or in part
without the prior written consent of the State. For the purpose of construing this
clause, a transfer of a controlling interest in the Contractor shall be considered an
assignment.
1.13.8 Use of Third Parties
The State acknowledges that the Contractor may contract with third parties for
the performance of any of the Contractor obligations under the Contract. All
subcontracts shall be subject to prior approval by the State. The Contractor may
enter into these contracts to complete the project provided that the Contractor
remains responsible for all goods delivered under the Contract and for the acts and
omissions of all subcontractors, agents, and employees. All restrictions, obligations
and responsibilities of the Contractor under the Contract shall also apply to the
subcontractors. Any contract with a subcontractor must also preserve the rights
of the State. The State shall have the right to request the removal of a subcontractor
from the Contract for good cause.
1.13.9 Integration
The Contract represents the entire Contract between the parties. The parties
shall not rely on any representation that may have been made which is not included in
the Contract.
1.13.10 Headings or Captions
The paragraph headings or captions used in the Contract are for identification
purposes only and do not limit or construe the contents of the paragraphs.
1.13.11 Not a Joint Venture
Nothing in the Contract shall be construed as creating or constituting the
relationship of a partnership,joint venture, (or other association of any kind or agent
and principal relationship) between the parties thereto. Each party shall be deemed
to be an independent contractor contracting for goods and acting toward the mutual
benefits expected to be derived herefrom. No party has the authority to enter into
any contract or create an obligation or liability on behalf of, in the name of, or
binding upon another party to the Contract.
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1.13.12 Joint and Several Liability ��
If the Contractor is a joint entity, consisting of more than one individual, partnership, �!
corporation or other business organization, all such entities shall be jointly and �
severally liable for carrying out the activities and obligations of the Contract, and Ii
for any default of activities and obligations. 'i
1.13.13 Supersedes Former Contracts or Agreements Ii
Unless otherwise specified in the Contract,this Contract supersedes all prior contracts �
or agreements between the State and the Contractor for the goods provided in
connection with the Contract. ;
1.13.14 Waiver I
Except as specifically provided for in a waiver signed by duly authorized representatives ''
of the State and the Contractor, failure by either party at any time to require ;
performance by the other party or to claim a breach of any provision of the Contract �
shall not be construed as affecting any subsequent right to require perFormance or to �
claim a breach.
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1.13.15 Notice I�,
Any and all notices, designations, consents, offers, acceptances or any other '�
communication provided for herein shall be given in writing by a reliable carrier �
which shall be addressed to the person who signed the Contract on behalf of the
party at the address identified in the Contract Declarations & Execution Page(s) at �
the address specified on the forms. Each such notice shall be deemed to have ',
been provided:
1.13.15.1 At the time it is actually received; or,
1.13.15.2 Within one day in the case of overnight hand delivery, courier or services
such as Federal Express with guaranteed next day delivery;or,
1.13.15.3 Within five (5) days after it is deposited in the U.S. Mail in the case of
registered U.S. Mail. From time to time, the parties may change the name
and address of a party designated to receive notice. Such change of the
designated person shall be in writing to the other party and as provided
herein.
1.13.16 Cumulative Rights
The various rights, powers, options, elections and remedies of any party provided in
the Contract shall be construed as cumulative and not one of them is exclusive
of the others or exclusive of any rights, remedies or priorities allowed either party
by law, and shall in no way affect or impair the right of any party to pursue any
other equitable or legal remedy to which any party may be entitled as long as any
default remains in any way unremedied, unsatisfied or undischarged.
1.13.17 Severability
If any provision of the Contract is determined by a court of competent jurisdiction to
be invalid or unenforceable, such determination shall not affect the validity or
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enforceability of any other part or provision of the Contract. Further, if any provision ;
of the Contract is determined to be unenforceable by virtue of its scope, but may be ��
made enforceable by a limitation of the provision, the provision shall be deemed I,
to be amended to the minimum extent necessary to render it enforceable under I
the applicable law. !
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1.13.18 Time is of the Essence
Time is of the essence with respect to the performance of the terms of the Contract. I
Contractor shall ensure that all personnel providing goods to the State are responsive �
to the State's requirements and requests in all respects. �
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1.13.19 Authorization �,
Contractor represents and warrants that: I
1.13.19.1 It has the right, power and authority to enter into and perform its I
obligations under the Contract.
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1.13.19.2 It has taken all requisite action (corporate, statutory or otherwise) to '�
approve execution, delivery and performance of the Contract, and the i
Contract constitutes a legal, valid and binding obligation upon itself in
accordance with its terms.
1.13.20 Successors in Interest '�
All the terms, provisions, and conditions of the Contract shall be binding upon I
and inure to the benefit of the parties hereto and their respective successors, I!
assigns and legal representatives.
1.13.21 Record Retention and Access I
The Contractor shall maintain books, records and documents which sufficiently and I
properly document and calculate all charges billed to the State throughout the term
of the Contract for a period of at least five (5) years following the date of final �''i
payment or completion of any required audit, whichever is later. Records to be ',
maintained include both financial records and service records. The Contractor I
shall permit the Auditor of the State of lowa or any authorized representative of '
the State and where federal funds are involved, the Comptroller General of the ',
United States or any other authorized representative of the United States
government, to access and examine, audit, excerpt and transcribe any directly
pertinent books, documents, papers, electronic or optically stored and created
records or other records of the Contractor relating to orders, invoices or payments '
or any other documentation or materials pertaining to the Contract, wherever such
records may be located. The Contractor shall not impose a charge for audit or
examination of the Contractor's books and records. If an audit discloses incorrect !
billings or improprieties, the State reserves the right to charge the Contractor for the '�
cost of the audit and appropriate reimbursement. Evidence of criminal conduct will be II
turned over to the proper authorities. I,
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1.13.22 Solicitation 'I
The Contractor warrants that no person or selling agency (except bona fide i�
employees or selling agents maintained for the purpose of securing business) has i
been employed or retained to solicit and secure the Contract upon an agreement or I,
understanding for commission, percentage, brokerage or contingency. ��,
1.13.23 Immunity from Liability I
Every person who is a party to the Contract is hereby notified and agrees that the I
State, and all of its employees, agents, successors, and assigns are immune from �
liability and suit for or from Contractor's and/or subcontractors' activities I
involving third parties and arising from the Contract. I
1.13.24 Public Records I�',
The laws of the State of lowa require procurement records to be made public
unless otherwise provided by law. ,
1.13.25 Clean Air and Water Certification I
Contractor certifies that none of the facilities it uses to produce goods provided ��,
under the Contract are on the Environmental Protection Agency (EPA) List of �'
Violating Facilities. Contractor will immediately notify the State of the receipt of any '�
communication indicating that any of Contractor's facilities are under consideration to ',
be listed on the EPA List of Violating Facilities ,
1.13.26 Debarred,Suspended,and Ineligible Status I'�,
Contractor certifies that the Contractor and/or any of its subcontractors have not been I
debarred, suspended, or declared ineligible by any agency of the State of lowa or as �'�
defined in the Federal Acquisition Regulation (FAR) 48 C.F.R. Ch.1 Subpart 9.4. '�
Contractor will immediately notify the State if Contractor is debarred by the State or �
placed on the Consolidated List of Debarred, Suspended, and Ineligible Contractors by a i
federal entity. �
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1.13.27 Use of Name or Intellectual Property i
Contractor agrees it will not use the name or any intellectual property, including but not
limited to, any State trademarks or logos in any manner, including commercial i
advertising or as a business reference, without the expressed prior written consent of �
the specific State agency involved. i
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1.13.28 Taxes
The State is exempt from Federal excise taxes, and no payment will be made for any �
taxes levied on Contractor's employee's wages. The State is exempt from State and
local sales and use taxes on the Deliverables. State of lowa Tax Exempt Letter i
1.13.29 Certification Regarding Sales and Use Tax
By executing the Contract the Contractor certifies it is either (a) registered with
the lowa Department of Revenue, collects, and remits lowa sales and use taxes
as required by the lowa Code chapter 423; or (b) not a "retailer" or a "retailer
maintaining a place of business in this state" as those terms are defined in lowa
Code subsections 423.1(47) & (48). The Contractor also acknowledges that the State
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may declare the Contract void if the above certification is false. The Contractor also �
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understands that fraudulent certification may result in the State or its representative ;
filing for damages for breach of contract. �
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1.13.30 Contractor Assignments of Rights-Antitrust Claims
In consideration of the mutual promises contained herein, Contractor, through its �I�
duly authorized agent, conveys, sells, assigns, and transfers to the State of lowa all I�
rights, title, and interest in and to all causes of action it may now or hereafter acquire
under the anti-trust laws of the United States and the State of lowa relating to the i
subject of the Contract.
1.13.31 Delays or Impossibility of Performance �
Neither party shall be in default under the Contract if performance is prevented, �
delayed or made impossible to the extent that such prevention, delay, or impossibility I
is caused by a "force majeure." The term "force majeure" as used in this
Contract includes an event that no human foresight could anticipate or which if I
anticipated, is incapable of being avoided. Circumstances must be abnormal and I
unforeseeable, so that the consequences could not have been avoided through the ',
exercise of all due care, such as acts of God, war, civil disturbance and other similar ''
causes. The delay or impossibility of performance must be beyond the control and I,
without the fault or negligence of the parties. "Force majeure" does not indude: ;
financial difficulties of the Contractor or any parent, subsidiary, affiliated or I,
associated company of Contractor; claims or court orders that restrict Contractor,'s �I
ability to deliver the Deliverables contemplated by this Contract; strikes; labor unrest; �
or supply chain disruptions. If delay results from a subcontractor's conduct,
negligence or failure to perform,the Contractor shall not be excused from compliance �
with the terms and obligations of the Contract unless the subcontractor or supplier is �
prevented from timely performance by a "force majeure" as defined in this Contract. !
If a "force majeure" delays or prevents the Contractor's performance, the Contractor I
shall immediately use its best efforts to directly provide alternate, and to the extent i
possible, comparable performance. Comparability of performance and the possibility ;
of comparable performance shall be determined solely by the Agency. The party i
seeking to exercise this provision and not perform or delay performance ;
pursuant to a "force majeure" shall immediately notify the other party of the !
occurrence and reason for the delay. The parties shall make every effort to minimize �
the time of nonperformance and the scope of work not being performed due to the i
unforeseen events. Dates by which performance obligations are scheduled to be met '
will be extended only for a period of time equal to the time lost due to any delay so �
caused.
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1.13.32 Obligations Beyond Contract Term i
The Contract shall remain in full force and effect to the end of the specified term or �
until terminated or canceled pursuant to the Contract. All obligations of the
Contractor incurred or existing under the Contract as of the date of expiration,
termination or cancellation will survive the termination, expiration or conclusion of
the Contract.
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1.13.33 Counterparts ''�
The parties agree that the Contract has been or may be executed in several �
counterparts, each of which shall be deemed an original and all such counterparts I�
shall together constitute one and the same instrument. �
1.13.34 Further Assurances and Corrective Instruments �
The parties agree that they will, from time to time, execute, acknowledge and �
deliver, or cause to be executed, acknowledged and delivered, such supplements
hereto and such further instruments as may reasonably be required for carrying out
the expressed intention of the Contract. I
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General Terms and Conditions for Service Contracts/Solicitations Effective 5/1/2016 !,
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1.1 Definitions �I
The following words shall be defined as set forth below: II
"Acceptance" means that the Agency has determined that one or more Deliverables satisfy the ',
Agency's Acceptance Tests. Final Acceptance means that the Agency has determined that all I
Deliverables satisfy the Agency's Acceptance Tests. Non-acceptance means that the Agency has �,I
determined that one or more Deliverables have not satisfied the Agency's Acceptance Tests. I
"Acceptance Criteria" means the Specifications, goals, performance measures, testing results I���
and/or other criteria designated by the Agency and against which the Deliverables may be ',
evaluated for purposes of Acceptance or Non-acceptance thereof. �,
"Acceptance Tests" or "Acceptance Testing" mean the tests, reviews and other activities that '
are performed by or on behalf of Agency to determine whether the Deliverables meet the
Acceptance Criteria or otherwise satisfy the Agency, as determined by the Agency in its sole
discretion.
"Bid Proposal" or "Proposal" means the Contractor's proposal submitted in response to the
RFP.
"Contract" means the collective documentation memorializing the terms of the agreement
between the Agency and the Contractor identified on the Contract Declarations & Execution I
Page(s) and includes the signed Contract Declarations & Execution Page(s), the Special Terms, �
these General Terms for Services Contracts, any Special Contract Attachments, and all other '�
attachments to the Contract Declarations& Execution Page(s).
"Contract Declarations & Execution Page(s)" [not applicable] means the document that
contains basic information about the Contract and incorporates by reference these General
Terms for Services Contracts, the Special Terms, and all other attachments to the Contract
Declarations and Executions Page(s).
"Deficiency" means a defect, flaw, anomaly, failure, omission, interruption of service, or other
problem of any nature whatsoever with respect to a Deliverable, including, without limitation,
any failure of a deliverable to conform to or meet an applicable specification. Deficiency also
includes the lack of something essential or necessary for completeness or proper functioning of
a Deliverable.
"Deliverables" means all of the goods, products, services, work, work product, items, materials
and property to be created, developed, produced, delivered, performed or provided by or on
behalf of, or made available through, Contractor (or any agent, contractor or subcontractor of '
Contractor) in connection with this Contract. !,
"Documentation" means any and all technical information, commentary, explanations, design
documents, system architecture documents, database layouts,test materials,training materials,
guides, manuals,worksheets, notes,work papers, and all other information, documentation and
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materials related to or used in conjunction with the Deliverables, in any medium, including hard �I�I
copy, electronic, digital, and magnetically or optically encoded media. I
"RFP" means the Request for Proposals or Request for Bids (and any Addenda thereto) I'�
identified on the Contracts Declarations and Execution Page(s) that was issued to solicit the I
Deliverables that are subject to the Contract. li
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"Special Contract Attachments" means any attachment to this Contract indicated on the �
Contract Declarations & Execution Page(s). j
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"Special Terms" means the Contract attachment entitled "Special Terms" that contains terms i
specific to this Contract, including but not limited to the Scope of Work, contract payment I
terms, and any amendments to these General Terms and Conditions for Services Contracts. If
there is a conflict between the General Terms for Services Contracts and the Special Terms, the
Special Terms shall prevail, ;
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"Specifications" means all specifications, requirements, technical standards, performance ���
standards, representations and other criteria related to the Deliverables stated or expressed in '
this Contract, the Documentation, the RFP, and the Proposal. Specifications shall include the ;
Acceptance Criteria and any specifications, standards or criteria stated or set forth in any �'�,
applicable state, federal, foreign and local laws, rules and regulations. The Specifications are �'
incorporated into this Contract by reference as if fully set forth in this Contract. ��;
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"State" means the State of lowa, the Agency, and all State of lowa agencies, boards, and I
commissions, and when this Contract is available to political subdivisions, any political I�
subdivisions of the State of lowa. ��
1.2 Availability of Contract to Other Entities I
All other agencies of the State of lowa and all political subdivisions of the State of lowa may
make purchases pursuant to the Contract as permitted by the Competitive Bidding Document. �
1.3 Duration of Contract I
The term of the Contract shall begin and end per the Participating Addendum, unless
terminated earlier in accordance with the termination provisions of this Contract. �
1.4 Scope of Work �II
The Contractor shall provide Deliverables that comply with and conform to the Specifications. �
1.5 Compensation
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1.5.1 Pricing
The Contractor will be compensated in accordance with the payment terms outlined
in the Contract Payment Terms and Scope of Work described in the Special Terms.
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The Contractor shall submit, on the frequency established on the Contract ;
Declarations & Execution Page(s) an invoice for Deliverables rendered in accordance �
with this Contract. The invoice shall comply with all applicable rules concerning I
payment of such claims. The Agency shall verify the Contractor's performance of the I
Deliverables outlined in the invoice before making payment. The Agency shall pay all �
approved invoices in arrears and in conformance with lowa Code 8A.514. The Agency '
may pay in less than sixty (60) days, but an election to pay in less than sixty (60) days �'i
shall not act as an implied waiver of lowa Code §8A.514. j
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Unless otherwise agreed in writing by the parties, the Contractor shall not be entitled ;
to receive any other payment or compensation from the State for any Deliverables ''i
provided by or on behalf of the Contractor under this Contract. The Contractor shall �
be solely responsible for paying all costs, expenses and charges it incurs in connection
with its performance under this Contract. �
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1.5.2 The State has established rules for limitations on reimbursementexpenses I
Please reference Department of Administrative Services -State Accounting Enterprise II
Procedure 210-245 (accessible on the internet)for limits on travel expenses. I
1.5.3 Withholding Payments 'I
In addition to pursuing any other remedy provided herein or by law, the Agency may j
withhold compensation or payments to Contractor, in whole or in part, without I,
penalty to the Agency or work stoppage by Contractor, in the event the Agency ,
determines that: '
1.5.3.1 Contractor has failed to perform any of its duties or obligations as set forth in I
this Contract; or
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1.5.3.2 Any Deliverable has failed to meet or conform to any applicable Specifications 'i
or contains or is experiencing a Deficiency. I
No interest shall accrue or be paid to Contractor on any compensation or other i
amounts withheld or retained by the Agency under this Contract. i
1.5.4 Setoff Against Sums Owed by the Contractor I
In the event that Contractor owes the State any sum under the terms of this Contract, �i,
any other contract or agreement, pursuant to a judgment, or pursuant to any law, the li
State may, in its sole discretion,set off any such sum against: �I
1.5.4.1 Any sum invoiced by, or owed to, Contractor under this Contract,or �,
1.5.4.2 Any sum or amount owed by the State to Contractor, unless otherwise i�
required by law. i
The Contractor agrees that this provision constitutes proper and timely notice under
any applicable laws governing setoff.
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1.6 Termination
1.6.1 Immediate Termination by the State
The State may terminate this Contract for any of the following reasons effective
immediately without advance notice: !
1.6.1.1 In the event the Contractor is required to be certified or licensed as I
a condition precedent to providing goods and services, the '
revocation or loss of such license or certification will result in i
immediate termination of the Contract effective as of the date on ��
which the license or certification is no longer in effect; ',
1.6.1.2 The State determines that the actions, or failure to act, of the Contractor, I�,
its agents, employees or subcontractors have caused, or reasonably could ��I
cause, a person's life, health or safety to be jeopardized; ,
1.6.1.3 The Contractor fails to comply with confidentiality laws or provisions; I
1.6.1.4 The Contractor furnished any statement, representation or certification in I
connection with the Contract or the bidding process which is materially I
false, deceptive, incorrect or incomplete. �,
1.6.2 Termination for Cause by the Agency I
The Agency may terminate this Contract upon written notice for the breach by �,
Contractor of any material term, condition or provision of this Contract, if such breach �I
is not cured within the time period specified in the Agency's notice of breach or any I
subsequent notice or correspondence delivered by the Agency to Contractor, I
provided that cure is feasible. In addition, the Agency may terminate this Contract �
effective immediately without penalty and without advance notice or opportunity to
cure for any of the following reasons: I
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1.6.2.1 Contractor furnished any statement, representation, warranty or 'i
certification in connection with this Contract,the RFP or the Proposal that is �
false, deceptive, or materially incorrect or incomplete; �
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1.6.2.2 Contractor or any of Contractor's officers, directors, employees, agents, '
subsidiaries, affiliates, contractors or subcontractors has committed or �
engaged in fraud, misappropriation, embezzlement, malfeasance, I
misfeasance,or bad faith;
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1.6.2.3 Contractor or any parent or affiliate of Contractor owning a controlling
interest in Contractordissolves;
1.6.2.4 Contractor terminates or suspends its business;
1.6.2.5 Contractor's corporate existence or good standing in lowa is suspended,
terminated, revoked or forfeited, or any license or certification held by
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Contractor related to Contractor's performance under this Contract is
suspended, terminated, revoked, or forfeited; I
1.6.2.6 Contractor has failed to comply with any applicable international, federal, '���
state (including, but not limited to lowa Code chapter 8F), or local laws, 'I
rules, ordinances, regulations or orders when performing within the scope ,
of this Contract; ,
1.6.2J The Agency determines or believes the Contractor has engaged in conduct �'�
that: (a) has or may expose the Agency or the State to material liability, or I
(b) has caused or may cause a person's life, health or safety to be '
jeopardized; '�
1.6.2.8 Contractor infringes or allegedly infringes or violates any patent, trademark,
copyright, trade dress or any other intellectual property right or proprietary
right, or Contractor misappropriates or allegedly misappropriates a trade
secret;
1.6.2.9 Contractor fails to comply with any applicable confidentiality laws, privacy
laws, or any provisions of this Contract pertaining to confidentiality or
privacy; or
1.6.2.10 Any of the following has been engaged in by or occurred with respect to i
Contractor or any corporation, shareholder or entity having or owning a !
controlling interest in Contractor:
1.6.2.10.1 Commencing or permitting a filing against it which is not
discharged within ninety (90) days, of a case or other
proceeding seeking liquidation, reorganization, or other relief
with respect to itself or its debts under any bankruptcy,
insolvency, or other similar law now or hereafter in effect; or
filing an answer admitting the material allegations of a petition
filed against it in any involuntary case or other proceeding
commenced against it seeking liquidation, reorganization, or
other relief under any bankruptcy, insolvency, or other similar
law now or hereafter in effect with respect to it or its debts; or
consenting to any such relief or to the appointment of or taking
possession by any such official in any voluntary case or other
proceeding commenced against it seeking liquidation,
reorganization, or other relief under any bankruptcy, insolvency,
or other similar law now or hereafter in effect with respect to it
or its debts;
1.6.2.10.2 Seeking or suffering the appointment of a trustee, receiver,
liquidator, custodian or other similar official of it or any
substantial part of its assets;
1.6.2.10.3 Making an assignment for the benefit ofcreditors;
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1.6.2.10.4 Failing, being unable, or admitting in writing the inability i
generally to pay its debts or obligations as they become due or
failing to maintain a positive net worth and such additional
capital and liquidity as is reasonably adequate or necessary in �
connection with Contractor's performance of its obligations
under this Contract;or i
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1.6.2.10.5 Taking any action to authorize any of the foregoing. The
Agency's right to terminate this Contract shall be in addition to ,
and not exclusive of other remedies available to the Agency, I
and the Agency shall be entitled to exercise any other rights and I�I
pursue any remedies, in law, at equity, orotherwise.
1.6.3 Termination upon Notice �
Following thirty (30) days written notice, the Agency may terminate this Contract in
whole or in part without penalty and without incurring any further obligation to
Contractor.Termination can be for any reason or no reason at all. ,
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1.6.4 Termination Due to Lack of Funds or Change in Law �'
Notwithstanding anything in this Contract to the contrary, and subject to the !
limitations set forth below, the Agency shall have the right to terminate this Contract I;
without penalty and without any advance notice as a result of any of the following: I
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1.6.4.1 The legislature or governor fail in the sole opinion of the Agency to �
appropriate funds sufficient to allow the Agency to either meet its �
obligations under this Contract or to operate as required and to fulfill its
obligations under this Contract;or �
1.6.4.2 If funds are de-appropriated, reduced, not allocated, or receipt of funds is
delayed, or if any funds or revenues needed by the Agency to make any
payment hereunder are insufficient or unavailable for any other reason as
determined by the Agency in its sole discretion;or
1.6.4.3 If the Agency's authorization to conduct its business or engage in activities
or operations related to the subject matter of this Contract is withdrawn or �'
materially altered or modified;or
1.6.4.4 If the Agency's duties, programs or responsibilities are modified or I��I
materially altered;or I�
1.6.4.5 If there is a decision of any court, administrative law judge or an arbitration
panel or any law, rule, regulation or order is enacted, promulgated or issued
that materially or adversely affects the Agency's ability to fulfill any of its
obligations under this Contract. The Agency shall provide Contractor with
written notice of termination pursuant to this section.
1.6.5 Limitation of the State's PaymentObligations
In the event of termination of this Contract for any reason by either party (except for
termination by the Agency pursuant to Section 1.6.2),the Agency shall pay only those
amounts, if any, due and owing to Contractor hereunder for Deliverables actually and
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satisfactorily provided in accordance with the provisions of this Contract up to and ��
including the date of termination of this Contract and for which the Agency is
obligated to pay pursuant to this Contract; provided however, that in the event the i
Agency terminates this Contract pursuant to Section 1.6.4, the Agency's obligation to i
pay Contractor such amounts and other compensation shall be limited by, and subject �
to, legally available funds. Payment will be made only upon submission of invoices and
proper proof of Contracto�'s claim. Notwithstanding the foregoing, this Section 1.6.5
in no way limits the rights or remedies available to the Agency and shall not be �
construed to require the Agency to pay any compensation or other amounts �'
hereunder in the event of Contractor's breach of this Contract or any amounts I,
withheld by the Agency in accordance with the terms of this Contract. The Agency �i
shall not be liable, under any circumstances, for any of thefollowing: II
1.6.5.1 The payment of unemployment compensation to Contractor'semployees; '
1.6.5.2 The payment of workers' compensation claims, which occur during the I�
Contract or extend beyond the date on which the Contractterminates; I
,�
1.6.5.3 Any costs incurred by Contractor in its performance of the Contract,
including, but not limited to, startup costs, overhead or other costs i�
associated with the performance of the Contract; i
1.6.5.4 Any damages or other amounts associated with the loss of prospective II
profits, anticipated sales, goodwill, or for expenditures, investments or i
commitments made in connection with this Contract; ;
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1.6.5.5 Any taxes Contractor may owe in connection with the performance of this �i
Contract, including, but not limited to, sales taxes, excise taxes, use taxes, �
income taxes or propertytaxes.
1.6.6 Contractor's Termination Duties ��
Upon receipt of notice of termination or upon request of the Agency, Contractor shall: j
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1.6.6.1 Cease work under this Contract and take all necessary or appropriate steps i
to limit disbursements and minimize costs, and furnish a report within thirty �
(30) days of the date of notice of termination, describing the status of all j
work performed under the Contract and such other matters as the Agency
may require. I
1.6.6.2 Immediately cease using and return to the Agency any property or �
materials, whether tangible or intangible, provided by the Agency to i
Contractor.
1.6.6.3 Cooperate in good faith with the Agency �and its employees, agents and
independent contractors during the transition period between the
� notification of termination and the substitution of any replacement service
provider.
1.6.6.4 Immediately return to the Agency any payments made by the Agency for
Deliverables that were not rendered or provided byContractor. �I
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1.6.6.5 Immediately deliver to the Agency any and all Deliverables for which the ',
Agency has made payment(in whole or in part)that are in the possession or ',
under the control of the Contractor or its agents or subcontractors in ',
whatever stage of development and form of recordation such property is ',
expressed or embodied as that time. ��
1.6J Termination for Cause by Contractor I!
Contractor may only terminate this Contract for the breach by the Agency of any
material term, condition or provision of this Contract, if such breach is not cured '�
within sixty(60) days of the Agency's receipt of Contractor's written notice of breach. ',
1J Confidentiallnformation
1.7.1 Access to Confidential Information
The Contractor's employees, agents and subcontractors may have access to
confidential information maintained by the Agency to the extent necessary to carry '
out its responsibilities under the Contract. The Contractor shall presume that all
information received pursuant to this Contract is confidential unless otherwise
designated by the Agency. The Contractor shall provide to the Agency a written
description of its policies and procedures to safeguard confidential information. '
Policies of confidentiality shall address, as appropriate, information conveyed in
verbal, written, and electronic formats. The Contractor must designate one individual
who shall remain the responsible authority in charge of all data collected, used, or
disseminated by the Contractor in connection with the performance of the Contract.
The Contractor shall provide adequate supervision and training to its agents,
employees and subcontractors to ensure compliance with the terms of this Contract.
The private or confidential information shall remain the property of the Agency at all
times.
1.7.2 No Dissemination of Confidential information
No confidential information collected, maintained, or used in the course of
performance of the Contract shall be disseminated by Contractor except as authorized
by law and only with the prior written consent of the Agency, either during the period
of the Contract or thereafter. Any data supplied by the Agency to the Contractor or
created by the Contractor in the course of the performance of this Contract shall be
considered the property of the Agency. The Contractor must return any and all data ,
collected, maintained, created or used in the course of the performance of the �I
Contract in whatever form it is maintained promptly at the request of the Agency.The
Contractor may be held civilly or criminally liable for improper disclosure of
confidential information.
1J.3 Subpoena ��,
In the event that a subpoena or other legal process is served upon the Contractor for �
records containing confidential information, the Contractor shall promptly notify the
Agency and cooperate with the Agency in any lawful effort to protect the confidential II
information.
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1.7.4 Reporting of Unauthorized Disclosure ;
The Contractor shall immediately report to the Agency any unauthorized disclosure of i
confidential information. I
1J.5 If Contractor requests confidential treatment with respect to any information or I�,
material contained within its Bid Proposal and if a judicial or administrative proceeding '
is initiated to compel the release of such material, Contractor shall, at its sole expense, ;
appear in the proceeding or otherwise obtain an order restraining the release of such ',
material from a court of competent jurisdiction. Agency may release the information I
or material with or without advance notice to Contractor if no judicial or administrative �
proceeding is initiated and Agency determines the information or material is not i
confidential under lowa or other applicable law, or if Contractor failed to properly j
request confidential treatment under the RFP, or if Contractor rescinds its request for ;
confidential treatment. %
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1.7.6 Survives Termination �
The Contractor's obligations under this section shall survive termination or expiration !
of this Contract. II
1.8 Indemnification '!
1.8.1 By the Contractor
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The Contractor agrees to indemnify and hold harmless the State and its officers, '
appointed and elected officials, board and commission members, employees, '�,
volunteers and agents (collectively the "Indemnified Parties"), from any and all costs, ,
expenses, losses, claims, damages, liabilities, settlements and judgments (including, �i�
without limitation, the reasonable value of the time spent by the Attorney General's j
Office, and the costs, expenses and attorneys' fees of other counsel retained by the j
Indemnified Parties directly or indirectly related to, resulting from, or arising out of
this Contract, including but not limited to any claims related to, resulting from, or
arising out of: �
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1.8.1.1 Any breach of this Contract;
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1.8.1.2 Any negligent, intentional or wrongful act or omission of the Contractor or �
any agent or subcontractor utilized or employed by the Contractor; �!
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1.8.1.3 The Contractor's performance or attempted performance of this Contract, ;
including any agent or subcontractor utilized or employed by the �
Contractor; ;
1.8.1.4 Any failure by the Contractor to make all reports, payments and ',
withholdings required by federal and state law with respect to social i
security, employee income and other taxes, fees or costs required by the I
Contractor to conduct business in the State of lowa; �
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1.8.1.5 Any claim of misappropriation of a trade secret or infringement or violation ,
of any intellectual property rights, proprietary rights or personal rights of I
any third party, including any claim that any Deliverable or any use thereof �,
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(or the exercise of any rights with respect thereto) infringes, violates or �
misappropriates any patent, copyright, trade secret, trademark,trade dress, �
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mask work, utility design, or other intellectual property right or proprietary 'I
right of any third party. �i
1.8.2 Survives Termination.
Contractor's duties and obligations under this section shall survive the termination of ;
this Contact and shall apply to all acts or omissions taken or made in connection with ':
the performance of this Contract regardless of the date any potential claim is made or '
discovered by the Agency or any other Indemnified Party.
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1.9 Insurance i
1.9.1 Insurance Requirements ��
The Contractor, and any subcontractor, shall maintain in full force and effect, with ��
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insurance companies licensed by the State of lowa, at the Contractor's expense, �
insurance covering its work during the entire term of this Contract and any extensions '
or renewals thereof. The Contractor's insurance shall, among other things, be
occurrence based and shall insure against any loss or damage resulting from or related i
to the Contractor's performance of this Contract regardless of the date the claim is '
filed or expiration of the policy. The State of lowa and the Agency shall be named as '
additional insureds or loss payees, or the Contractor shall obtain an endorsement to �,
the same effect, as applicable. ,
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1.9.2 Types and Amounts of Insurance Required ,
Unless otherwise requested by the Agency in writing, the Contractor shall cause to be �,
issued insurance coverages insuring the Contractor and/or subcontractors against all ',
, general liabilities, product liability, personal injury, property damage, and (where I
applicable) professional liability in the amount specified on the Contract Declarations !,
and Execution Page for each occurrence. In addition, the Contractor shall ensure it has li
any necessary workers' compensation and employer liability insurance as required by ',
lowa law. '�
1.9.3 Certificates of Coverage ',
Contractor shall maintain all insurance policies required by this Contract in full force ,
and effect during the entire term of this Contract and any extensions or renewals ',
thereof, and shall not permit such policies to be canceled or amended except with the ',
advance written approval of the Agency. The Contractor shall submit certificates of ',
the insurance, which indicate coverage and notice provisions as required by this ',
Contract, to the Agency upon execution of this Contract. The certificates shall be ',
subject to approval by the Agency. The insurer shall state in the certificate that no
cancellation of the insurance will be made without prior written notice to the Agency. ,
Approval of the insurance certificates by the Agency shall not relieve the Contractor '
of any obligation under thisContract.
1.9.4 Waiver of Subrogation Rights �!
The Contractor shall obtain a waiver of any subrogation rights that any of its insurance ',
carriers might have against the State. The waiver of subrogation rights shall be ',
indicated on the certificates of insurance coverage supplied to the State. '
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1.10 Project Management&Reporting '
1.10.1 Project Manager
At the time of execution of this Contract, each party shall designate, in writing, a
Project Manager to serve until the expiration of this Contract or the designation of a
substitute Project Manager. During the term of this Contract, each Project Manager
shall be available to meet monthly, unless otherwise mutually agreed, to review and
plan the Deliverables being provided under this Contract.
1.10.2 Review Meetings �
During the review meetings the Project Managers shall discuss progress made by the
Contractor in the performance of this Contract. Each party shall provide a status
report, as desired by a Project Manager, listing any problem or concern encountered
since the last meeting. Records of such reports and other communications issued in
writing during the course of Contract performance shall be maintained by each party.
1.10.3 Reports
At the next scheduled meeting after which any party has identified in writing a
problem,the party responsible for resolving the problem shall provide a report setting
forth activities undertaken, or to be undertaken, to resolve the problem, together
with the anticipated completion dates of such activities. Any party may recommend
alternative courses of action or changes that will facilitate problem resolution. For as
long as a problem remains unresolved,written reports shall identify:
1.10.3.1 Any event not within the control of the Contractor or the Agency that
accounts for the problem; I
1.10.3.2 Modifications to the Contract agreed to by the parties in order to remedy or
solve the identified problem;
1.10.3.3 Damages incurred as a result of any party's failure to perform its obligations
under this Contract;and
1.10.3.4 Any request or demand by one party that another party believes is not
included within the terms of this Contract.
1.10.4 Problem Reporting Omissions I
The Agency's acceptance of a problem report shall not relieve the Contractor of any ',
obligation under this Contract or waive any other remedy under this Contract or at �I
law or equity that the Agency may have. The Agency's failure to identify the extent of 'i
a problem or the extent of damages incurred as a result of a problem shall not act as a �
waiver of performance or damages under this Contract. Where other provisions of this
Contract require notification of an event in writing, the written report shall be
considered a valid notice under this Contract provided the parties required to receive
notice are notified.
1.10.5 Change Order Procedure
The Agency may at any time request a modification to the Scope of Work using a
change order.The following procedures for a change order shall be followed: I
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1.10.5.1 Written Request: The Agency shall specify in writing the desired I
modifications to the same degree of specificity as in the original Scope of
Work.
1.10.5.2 The Contractor's Response:The Contractor shall submit to the Agency a firm �'',
cost proposal for the requested change order within five (5) business days ��I
of receiving the change order request. I
1.10.5:3 Acceptance of the Contractor Estimate: If the Agency accepts the cost I�
proposal presented by the Contractor, the Contractor shall provide the
modified Deliverable subject to the cost proposal included in the Contractor �
response. The Contractor's provision of the modified deliverables shall be I
governed by the terms and conditions of this Contract. i
1.10.5.4 Adjustment to Compensation: The parties acknowledge that a change order I
for this Contract may or may not entitle the Contractor to an equitable
adjustment in the Contractor's compensation or the performance deadlines 'I
under this Contract. I,
1.11 Legislative Changes II
The Contractor expressly acknowledges that the contracted Deliverables are subject to '
legislative change by either the federal or state government. Should either legislative body '
enact measures which alter the project, the Contractor shall not hold the Agency liable in any I'I
manner for the resulting changes.The Agency shall use best efforts to provide thirty (30) days' 'I
written notice to the Contractor of any legislative change. During the thirty (30)-day period, �
the parties shall meet and make a good faith effort to agree upon changes to the Contract to �
address the legislative change. Nothing in this Subsection shall affect or impair the Agency's �I
right to terminate the Contract pursuant to the termination provisions. I
1.12 Intellectual Property
1.12.1 Ownership and Assignment of Other Deliverables i
Contractor agrees that the State and Agency shall become the sole and exclusive ;
owners of all Deliverables that have been created specifically for the State and Agency
as evidenced by a written statement of work indicating that the State and the Agency i
shall own such Deliverables (a "Transferred Deliverable"). Contractor hereby
irrevocably assigns, transfers and conveys to the State and the Agency all right, title
and interest in and to all Transferred Deliverables and all intellectual property rights
and proprietary rights arising out of, embodied in, or related to such Transferred
Deliverables, including copyrights, patents, trademarks, trade secrets, trade dress,
mask work, utility design, derivative works, and all other rights and interests therein
or related thereto. Contractor represents and warrants that the State and the Agency
shall acquire good and clear title to all Transferred Deliverables, free from any claims,
liens, security interests, encumbrances, intellectual property rights, proprietary rights,
or other rights or interests of Contractor or of any third party, including any employee,
agent, contractor, subcontractor, subsidiary or affiliate of Contractor. The Contractor
(and Contractor's employees, agents, contractors, subcontractors, subsidiaries and
affiliates) shall not retain any property interests or other rights in and to the i
Transferred Deliverables and shall not use any Transferred Deliverables, in whole or in �
part, for any purpose, without the prior written consent of the Agency and the
12 �
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a ment of such royalties or other compensation as the Agency deems appropriate. Ii
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Unless otherwise requested by Agency, upon completion or termination of this i
Contract, Contractor will immediately turn over to Agency all Transferred Deliverables i
not previously delivered to Agency, and no copies thereof shall be retained by �
Contractor or its employees, agents, subcontractors or affiliates, without the prior I
written consent of Agency. I
1.12.2 Waiver � II
To the extent any of Contractor's rights in any Transferred Deliverables are not subject �I
to assignment or transfer hereunder, including any moral rights and any rights of
attribution and of integrity, Contractor hereby irrevocably and unconditionally waives
all such rights and enforcement thereof and agrees not to challenge the State's rights
in and to the Transferred Deliverables. I
1.12.3 Further Assurances �i
At the Agency's request, Contractor will execute and deliver such instruments and
take such other action as may be requested by the Agency to establish, perfect or ',
protect the State's rights in and to the Transferred Deliverables and to carry out the I,
assignments,transfers and conveyances set forth in this Contract. '�
1.13 Warranties ,
1.13.1 Construction of Warranties Expressed in this Contract with Warranties Implied by �',
Law �
Warranties made by the Contractor in this Contract, whether: (1) this Contract I
specifically denominates the Contractor's promise as a warranty;or(2)the warranty is
created by the Contractor's affirmation or promise, by a description of the
Deliverables to be provided, or by provision of samples to the Agency, shall not be
construed as limiting or negating any warranty provided by law, including without I
limitation, warranties that arise through course of dealing or usage of trade. The ��
warranties expressed in this Contract are intended to modify the warranties implied
by law only to the extent that they expand the warranties applicable to the
Deliverables provided by the Contractor. The provisions of this section apply during
the term ofthis Contract and any extensions or renewalsthereof.
1.13.2 Contractor represents and warrants that: (1) all Deliverables shall be wholly original
with and prepared solely by Contractor; or it owns, possesses, holds, and has received
or secured all rights, permits, permissions, licenses and authority necessary to provide
the Deliverables to the Agency hereunder and to assign, grant and convey the rights,
benefits, licenses and other rights assigned, granted or conveyed to the Agency
hereunder or under any license agreement related hereto without violating any rights
of any third party; (2) Contractor has not previously and will not grant any rights in any
Deliverables to any third party that are inconsistent with the rights granted to the
Agency herein; and (3)the Agency shall peacefully and quietly have, hold, possess, use
and enjoy the Deliverables without suit, disruption or interruption.
1.13.3 Contractor represents and warrants that: (1) the Deliverables (and all intellectual
property rights and proprietary rights arising out of, embodied in, or related to such ,
Deliverables); and (2) the Agency's use of, and exercise of any rights with respect to, ,
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the Deliverables (and all intellectual property rights and proprietary rights arising out ��i�
of, embodied in, or related to such Deliverables), do not and will not, under any
circumstances, misappropriate a trade secret or infringe upon or violate any copyright,
patent,trademark,trade dress or other intellectual property right, proprietary right or
personal right of any third party. Contractor further represents and warrants there is �
no pending or threatened claim, litigation or action that is based on a claim of
infringement or violation of an intellectual property right, proprietary right or personal i
right or misappropriation of a trade secret related to the Deliverables. Contractor shall i
inform the Agency in writing immediately upon becoming aware of any actual, i
potential or threatened claim of or cause of action for infringement or violation or an j
intellectual property right, proprietary right, or personal right or misappropriation of a i
trade secret. If such a claim or cause of action arises or is likely to arise, then ,
Contractor shall, at the Agency's request and at the Contractor's sole expense: (1) i
procure for the Agency the right or license to continue to use the Deliverable at issue;
(2) replace such Deliverable with a functionally equivalent or superior Deliverable free
of any such infringement, violation or misappropriation; (3) modify or replace the �
affected portion of the Deliverable with a functionally equivalent or superior i
Deliverable free of any such infringement, violation or misappropriation; or (4) accept ��
the return of the Deliverable at issue and refund to the Agency all fees, charges and ��
any other amounts paid by the Agency with respect to such Deliverable. In addition, �;
Contractor agrees to indemnify, defend, protect and hold harmless the State and its �
officers, directors, employees, officials and agents as provided in the Indemnification �
section of this Contract, including for any breach of the representations and ',
warranties made by Contractor in this section. The foregoing remedies shall be in '
addition to and not exclusive of other remedies available to the Agency and shall I
survive termination of this Contract. i
1.13.4 Contractor represents and warrants that the Deliverables (in whole and in part) '
shall: (1) be free from material Deficiencies; and (2) meet, conform to and operate in �
accordance with all Specifications and in accordance with this Contract during the
Warranty Period, as defined in the Special Terms. During the Warranty Period '
Contractor shall, at its expense, repair,correct or replace any Deliverable that contains �
or experiences material Deficiencies or fails to meet, conform to or operate in
accordance with Specifications within five business days of receiving notice of such '�i
Deficiencies or failures from the Agency or within such other period as the Agency II
specifies in the notice, In the event Contractor is unable to repair, correct or replace �
such Deliverable to the Agency's satisfaction, Contractor shall refund the fees or other '
amounts paid for the Deliverables and for any services related thereto. The foregoing
shall not constitute an exclusive remedy under this Contract, and the Agency shall be �
entitled to pursue any other available contractual, legal or equitable remedies.
Contractor shall be available at all reasonable times to assist the Agency with
questions, problems and concerns about the Deliverables, to inform the Agency
promptly of any known Deficiencies in any Deliverables, repair and correct any
Deliverables not performing in accordance with the warranties contained in this
Contract, notwithstanding that such Deliverable may have been accepted by the
Agency, and provide the Agency with all necessary materials with respect to such
repaired or corrected Deliverable. �
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1.13.5 Contractor represents, warrants and covenants that all services to be performed
��
under this Contract shall be performed in a professional, competent, diligent and �I
workmanlike manner by knowledgeable, trained and qualified personnel, all in ,
accordance with the terms and Specifications of this Contract and the standards of li
performance considered generally acceptable in the industry for similar tasks and i
projects. In the absence of a Specification for the performance of any portion of this i
Contract, the parties agree that the applicable specification shall be the generally i
accepted industry standard. So long as the Agency notifies Contractor of any services i
performed in violation of this standard, Contractor shall re-perform the services at no i
cost to the Agency, such that the services are rendered in the above-specified manner, ;
or if the Contractor is unable to perform the services as warranted, Contractor shall
reimburse the Agency any fees or compensation paid to Contractor for the li
unsatisfactory services. I,
1.13.6 Contractor represents and warrants that the Deliverables will comply with any I
applicable federal, state, foreign and local laws, rules, regulations, codes, and I
ordinances in effect during the term of this Contract, including applicable provisions of I
Section 508 of the Rehabilitation Act of 1973, as amended, and all standards and j
requirements established by the Architectural and Transportation Barriers Access ;
Board, the lowa Department of Administrative Services, and lowa Office of the Chief
Information Officer.
1.13J Obligations Owed to Third Parties ',
The Contractor represents and warrants that all obligations owed to third parties with '
respect to the activities contemplated to be undertaken by the Contractor pursuant to i
this Contract are or will be fully satisfied by the Contractor so that the Agency will not �
have any obligations with respect thereto. �
1.14 Acceptance Testing Ili
Except as otherwise specified in the Scope of Work, all Deliverables shall be subject to the i
Agency's Acceptance Testing and Acceptance, unless otherwise specified in the Statement of
Work. Upon completion of all work to be performed by Contractor with respect to any II
Deliverable, Contractor shall deliver a written notice to the Agency certifying that the I
Deliverable meets and conforms to applicable Specifications and is ready for the Agency to ',
conduct Acceptance Tests; provided, however, that Contractor shall pretest the Deliverable to I�
determine that it meets and operates in accordance with applicable Specifications prior to ��,
delivering such notice to the Agency. At the Agency's request, Contractor shall assist the '�,
Agency in performing Acceptance Tests at no additional cost to the Agency. Within a ''�
reasonable period of time after the Agency has completed its Acceptance Testing, the Agency �'�,
shall provide Contractor with written notice of Acceptance or Non-acceptance with respect to ��
each Deliverable that was evaluated during such Acceptance Testing, If the Agency determines !
that a Deliverable satisfies its Acceptance Tests, the Agency shall provide Contractor with
notice of Acceptance with respect to such Deliverable. If the Agency determines that a
Deliverable fails to satisfy its Acceptance Tests, the Agency shall provide Contractor with i
notice of Non-acceptance with respect to such Deliverable. In the event the Agency provides I
notice of Non-acceptance to Contractor with respect to any Deliverable, Contractor shall ��,
15 �
correct and repair such Deliverable and submit it to the Agency within ten (10) days of I
Contractor's receipt of notice of Non-acceptance so that the Agency may re-conduct its ,
Acceptance Tests with respect to such Deliverable. In the event the Agency determines, after '
re-conducting its Acceptance Tests with respect to any Deliverable that Contractor has
attempted to correct or repair pursuant to this section, that such Deliverable fails to satisfy its ,
Acceptance Tests,then the Agency shall have the continuing right, at its sole option,to:
1.14.1 Require Contractor to correct and repair such Deliverable within such period of time as
the Agency may specify in a written notice toContractor;
1.14.2 Refuse to accept such Deliverable without penalty and without any obligation to pay any ,
fees or other amounts associated with such Deliverable (or receive a refund of any fees
or amounts already paid with respect to such Deliverable);
1.14.3 Accept such Deliverable on the condition that any fees or other amounts payable with '
respect thereto shall be reduced or discounted to reflect, to the Agency's satisfaction,
the Deficiencies present therein and any reduced value or functionality of such '
Deliverable or the costs likely to be incurred by the Agency to correct such Deficiencies;
or
1.14.4 Terminate this Contract and/or seek any and all available remedies, including damages. ',
Notwithstanding the provisions of Section 1.6.1 of this Contract, the Agency may �'
terminate this Contract pursuant to this section without providing Contractor with any
notice or opportunity to cure provided for in Section 1.6.1. The Agency's right to ,
exercise the foregoing rights and remedies, including termination of this Contract, shall 'i
remain in effect until Acceptance Tests are successfully completed to the Agency's I
satisfaction and the Agency has provided Contractor with written notice of Final �I
Acceptance. If the Agency determines that all Deliverables satisfy its Acceptance Tests, I�
the Agency shall provide Contractor with notice of Final Acceptance with respect to such I
Deliverables. Contractor's receipt of any notice of Acceptance, including Final I
Acceptance, with respect to any Deliverable(s) shall not be construed as a waiver of any I,
of the Agency's rights to enforce the terms of this Contract or require performance in �I
the event Contractor breaches this Contract or any Deficiency is later discovered with ',
respect to such Deliverable(s). I
1.15 Contract Administration ' II
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1.15.1 Independent Contractor
The status of the Contractor shall be that of an independent contractor. The 'i
Contractor, its employees, agents and any subcontractors performing under this �
Contract are not employees or agents of the State or any agency, division or i
department of the State simply by virtue of work performed pursuant to this Contract.
Neither the Contractor nor its employees shall be considered employees of the
Agency or the State for federal or state tax purposes simply by virtue of work
performed pursuant to this Co�tract. The Agency will not withhold taxes on behalf of
the Contractor(unless required by law).
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1.15.2 Incor oration of Documents I!
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To the extent this Contract arises out of an RFP, the parties acknowledge that the I
Contract consists of these contract terms and conditions as well as the RFP and the Bid I
Proposal. The RFP and the Bid Proposal are incorporated into the Contract by ��,
reference, except that no objection or amendment by the Contractor to the provisions ��,
of the RFP shall be incorporated by reference into the Contract unless the Agency has !
explicitly accepted the Contractor's objection or amendment in writing. If there is a ,
conflict between the Contract, the RFP and the Bid Proposal, the conflict shall be �
resolved according to the following priority, ranked in descending order: (1) the ��
Contract; (2)the RFP; (3)the Bid Proposal. �
1.15.3 Intent of References to Bid Documents .
The references to the parties' obligations, which are contained in this Contract, are �,I
intended to supplement or clarify the obligations as stated in the RFP and the Bid
Proposal. The failure of the parties to make reference to the terms of the RFP or the
Bid Proposal in this Contract shall not be construed as creating a conflict and will not i
relieve the Contractor of the contractual obligations imposed by the terms of the RFP j
and the Contractor's Bid Proposal. The contractual obligations of the Agency cannot ,
be implied from the Bid Proposal. I
1.15.4 Compliance with the Law; Nondiscrimination in Employment. �
The Contractor, its employees, agents, and subcontractors shall not engage in I
discriminatory employment practices which are forbidden by federal or state law, I,
executive orders, and rules of the lowa Department of Administrative Services. The �I
Contractor, its employees, agents, and subcontractors shall comply with all applicable '
federal, state, and local laws, rules, ordinances, regulations, orders when performing I�
under the Contract, including without limitation, all laws applicable to the prevention
of discrimination in employment (e.g., lowa Code chapter 216 and section 196.7) and
the use of targeted small businesses as subcontractors and suppliers, Upon the
State's written request, the Contractor shall submit to the State a copy of its
affirmative action plan, containing goals and time specifications, and accessibility
plans and policies as required under lowa Administrative Code chapter 11-121.
- The Contractor, its employees, agents and subcontractors shall also comply with all
federal, state, and local laws, including any permitting and licensure requirements, in
carrying out the work performed under this Contract. �,
In the event Contractor contracts with third parties for the performance of any of the
Contractor obligations under this Contract as set forth in section 1.15.11, Contractor I
shall take such steps as necessary to ensure such third parties are bound by the terms
and conditions contained in this section. I
Notwithstanding anything in this Contract to the contrary, Contractor's failure to fulfill
any requirement set forth in this section shall be regarded as a material breach of this
Contract and the State may cancel, terminate, or suspend, in whole or in part, this
Contract. The State may further declare Contractor ineligible for future state
contracts in accordance with authorized procedures or the Contractor may be subject
to other sanctions as provided by law or rule.
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If all or a portion of the funding used to pay for the Transferred Deliverables is being II
provided through a grant from the Federal Government, Contractor acknowledges and I,
agrees that pursuant to applicable federal laws, regulations, circulars and bulletins, !�
the awarding agency of the Federal Government reserves certain rights including, '�,
without limitation a royalty-free, non-exclusive and irrevocable license to reproduce, I
publish or otherwise use, and to authorize others to use, for Federal Government �,
purposes, the Transferred Deliverables developed under this Contract and the I
copyright in and to such Transferred Deliverables.
1.15.5 Procurement �I
Contractor shall use procurement procedures that comply with all applicable federal, I
state, and local laws and regulations. li
1.15.6 Non-Exclusive Rights
This Contract is not exclusive. The Agency reserves the right to select other
contractors to provide Deliverables similar or identical to those described in the Scope ',
of Work during the term of this Contract. �,
1.15J Non-Su lantin Re uirement II�!
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To the extent required by state or federal law, federal and state funds made available I
under this Contract shall be used to supplement and increase the level of state, local i,
and other non-federal funds that would in the absence of such federal and state funds I
be made available for the programs and activities for which funds are provided and �I
will in no event take the place of state, local and other non-federal funds. �
1.15.8 Compliance with lowa Code chapter 8F
If the Contract is subject to the provisions of lowa Code chapter 8F, the Contractor �
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shall comply with lowa Code chapter 8F with respect to any subcontracts it enters into
pursuant to this Contract.Any compliance documentation, including but not limited to
certifications, received from subcontractors by the Contractor shall be forwarded to
the Agency.
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1.15.9 Amendments �
This Contract may be amended in writing from time to time by mutual consent of the
parties. Amendments to the General Terms for Services Contracts may appear in the I
Special Terms.
1.15.10 Third Party Beneficiaries 'I
There are no third party beneficiaries to this Contract. This Contract is intended only i
to benefit the State and the Contractor. ,
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1.15.11 Use of Third Parties
The Agency acknowledges that the Contractor may contract with third parties for the �
performance of any of the Contractor's obligations under this Contract. The
Contractor shall notify the Agency in writing of all subcontracts relating to Deliverables
to be provided under this Contract prior to the time the subcontract(s) become
effective. The Agency reserves the right to review and approve all subcontracts. The 'I
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Contractor may enter into these contracts to complete the project provided that the �i
Contractor remains responsible for all Deliverables provided under this Contract. All ��'i
restrictions, obligations and responsibilities of the Contractor under this Contract shall I
also apply to the subcontractors and the Contractor shall include in all of its ���
subcontracts a clause that so states. The Agency shall have the right to request the ��,
removal of a subcontractor from the Contract for good cause. �'i
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1.15.12 Choice of Law and Forum 'i
The laws of the State of lowa shall govern and determine all matters arising out of or I
in connection with this Contract without regard to the conflict of law provisions of I
lowa law. Any and all litigation commenced in connection with this Contract shall be '
brought and maintained solely in Polk County District Court for the State of lowa, Des
Moines, lowa, or in the United States District Court for the Southern District of lowa, i
Central Division, Des Moines, lowa,whereverjurisdiction is appropriate.This provision
shall not be construed as waiving any immunity to suit or liability including without '
limitation sovereign immunity in State or Federal court, which may be available to the ii
Agency or the State of lowa. i
1.15.13 Assignment and Delegation I��
Contractor may not assign,transfer or convey in whole or in part this Contract without '�
the prior written consent of the Agency. For the purpose of construing this clause, a ;
transfer of a controlling interest in the Contractor shall be considered an assignment. �,
The Contractor may not delegate any of its obligations or duties under this Contract �
without the prior written consent of the Agency. The Contractor may not assign, i
pledge as collateral, grant a security interest in, create a lien against, or otherwise i
encumber any payments that may or will be made to the Contractor under this I�
Contract. '�
1.15.14 Integration I
This Contract represents the entire Contract between the parties.The parties shall not I
rely on any representation that may have been made which is not included in this I�
Contract,
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1.15.15 Headings or Captions ;
The paragraph headings or captions used in this Contract are for identification
purposes only and do not limit or construe the contents of the paragraphs. ;
1.15.16 Not a Joint Venture I
Nothing in this Contract shall be construed as creating or constituting the relationship �
of a partnership,joint venture, (or other association of any kind or agent and principal
relationship) between the parties hereto. Each party shall be deemed to be an
independent contractor contracting for services and acting toward the mutual
benefits expected to be derived herefrom. No party, unless otherwise specifically
provided for herein, has the authority to enter into any contract or create an
obligation or liability on behalf of, in the name of, or binding upon another party to i
this Contract. I
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1.15.17 Joint and Several Liability
If the Contractor is a joint entity, consisting of more than one individual, partnership,
corporation or other business organization, all such entities shall be jointly and
severally liable for carrying out the activities and obligations of this Contract, and for
any default of activities and obligations.
1.15.18 Supersedes Former Contracts orAgreements
This Contract supersedes all prior contracts or agreements between the Agency and
the Contractor for the Deliverables to be provided in connection with this Contract.
1.15.19 Waiver
Except as specifically provided for in a waiver signed by duly authorized
representatives of the Agency and the Contractor, failure by either party at any time
to require performance by the other party or to claim a breach of any provision of the
Contract shall not be construed as affecting any subsequeht right to require
performance or to claim a breach.
1.15.20 Notice
Any and all notices, designations, consents, offers, acceptances or any other
communication provided for herein shall be given in writing by a reliable carrier which
shall be addressed to the person who signed the Contract on behalf of the party at the
address identified in the Contract Declarations & Execution Page(s) at the address
specified on the forms. Each such notice shall be deemed to have been provided:
1.15.20.1 At the time it is actually received;or,
1.15.20.2 Within one day in the case of overnight hand delivery, courier or services
such as Federal Express with guaranteed next day delivery;or,
1.15.20.3 Within five (5) days after it is deposited in the U.S. Mail in the case of
registered U.S. Mail. From time to time, the parties may change the name
and address of a party designated to receive notice. Such change of the
designated person shall be in writing to the other party and as provided
herein.
1.15.21 Cumulative Rights II
The various rights, powers, options, elections and remedies of any party provided in �,
this Contract, shall be construed as cumulative and not one of them is exclusive of the '
others or exclusive of any rights, remedies or priorities allowed either party by law, ,
and shall in no way affect or impair the right of any party to pursue any other
equitable or legal remedy to which any party may be entitled. �
1.15.22 Severability I
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If any provision of this Contract is determined by a court of competent jurisdiction to i
be invalid or unenforceable, such determination shall not affect the validity or
enforceability of any other part or provision of this Contract.
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1.15.23 Time is of the Essence
Time is of the essence with respect to the Contractor's performance of the terms of
this Contract. Contractor shall ensure that all personnel providing Deliverables to the
Agency are responsive to the Agency's requirements and requests in all respects.
1.15.24 Authorization
Contractor represents and warrants that:
1.15.24.1 It has the right, power and authority to enter into and perform its
obligations under this Contract.
1.15.24.2 It has taken all requisite action (corporate, statutory or otherwise) to
approve execution, delivery and performance of this Contract, and this
Contract constitutes a legal, valid and binding obligation upon itself in
accordance with its terms.
1.15.25 Successors in Interest
All the terms, provisions, and conditions of the Contract shall be binding upon and
inure to the benefit of the parties hereto and their respective successors, assigns and
legal representatives.
1.15.26 Records Retention and Access
The Contractor shall maintain accurate, current, and complete records of the financial
activity of this Contract which sufficiently and properly document and calculate all
charges billed to the Agency throughout the term of this Contract and for a period of at
least five (5) years following the date of final payment or completion of any required
audit (whichever is later). If any litigation, claim, negotiation, audit or other action
involving the records has been started before the expiration of the five (5)year period,
the records must be retained until completion of the action and resolution of all issues
which arise from it, or until the end of the regular five (5) year period, whichever is
later. The Contractor shall permit the Agency, the Auditor of the State or any other
authorized representative of the State and where federal funds are involved, the
Comptroller General of the United States or any other authorized representative of the
United States government, to access and examine, audit, excerpt and transcribe any
directly pertinent books, documents, papers, electronic or optically stored and created
records or other records of the Contractor relating to orders, invoices or payments or
any other documentation or materials pertaining to this Contract, wherever such ,
records may be located. The Contractor shall not impose a charge for audit or ',
examination of the Contractor's books and records. Based on the audit findings, the ,
Agency reserves the right to address the Contractor's board or other managing entity 'I
regarding performance and expenditures. I
1.15.26.1 Records of financial activity shall include records that adequately identify I
the source and application of funds. When the terms of this Contract require
matching funds, cash contributions made by the Contractor and third party
in- kind (property or service) contributions must be verifiable from the
Contractor's records. These records must contain information pertaining to
contract amount, obligations, unobligated balances, assets, liabilities,
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expenditures, income, and third-partyreimbursements. �
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1.15.26.2 The Contractor shall maintain accounting records supported by source �',
documentation that may include but are not limited to cancelled checks, ',
paid bills, payroll, time and attendance records, and contract award
documents, '
1.15.26.3 The Contractor, in maintaining project expenditure accounts, records and
reports, shall make any necessary adjustments to reflect refunds, credits,
underpayments or overpayments, as well as any adjustments resulting from
administrative or compliance reviews and audits. Such adjustments shall be
set forth in the financial reports filed with theAgency.
1.15.26.4 The Contractor shall maintain a sufficient record keeping system to provide
the necessary data for the purposes of planning, monitoring and evaluating
its program.
1.15.26.5 The Contractor shall retain all medical records for a period of six (6) years
from the last date of service for each patient; or in the case of a minor
patient or client, for a period consistent with that established by lowa Code
section 614.1(9). Client records, which are non-medical, must be maintained
for a period of five(5)years.
1.15.27 Audits or Examination of Records
1.15.27.1 Contractors that expend $750,000 or more in a fiscal year in federal awards
(from all sources) shall have a single audit conducted for that year in
accordance with the provisions of OMB Uniform Administrative
Requirements, Cost Principles, and Audit Requirements. Single audits must
be completed and the data collection form and reporting package must be
submitted electronically to the Federal Audit Clearinghouse within the
earlier of thirty (30) calendar days after Contractor's receipt of the auditor's
report(s), or nine months after the end of the audit period. The Contractor
shall submit to the Agency one (1) copy of the separate letter to
management addressing non-material findings, if provided by the auditor,
promptly following receipt by Contractor. Contractor shall also submit one
1.15.27.1.1 copy of the final audit report to the Agency within thirty (30)
days after Contractor's receipt thereof, if either the schedule of findings and
questioned costs or the summary schedule of prior audit findings includes
any audit findings related to federal awards provided by the Agency. The
requirements of this subsection shall apply to the Contractor as well as any
subcontractors.
1.15.27.2 If a Contractor is independently audited but is not required to submit the
audit report per the criteria in subsection 1.15.27.1 above, the Contractor
shall submit to the Agency one (1) copy of the separate letter to
management addressing non-material findings, if provided by the auditor,
promptly following receipt by Contractor. Within fifteen (15) days following
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Agency's request,the Contractor shall also submit one (1) copy of the final
audit report to the Agency. �
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1.15.27.3 The Agency may require, at any time and at its sole discretion, that
recipients of non-federal and/or federal funds have an audit performed.
The Contractor shall submit one (1) copy of the audit report to the Agency
within thirty(30) days of its issuance, unless specific exemption is granted in ;
writing by the Agency. The Contractor shall submit with the audit report a i
- copy of the separate letter to management addressing non-material �
findings, if provided by the auditor. The Contractor may be required to ;
comply with other prescribed compliance and review procedures. i
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1.15.27.4 The Contractor shall be solely responsible for the cost of any required audit �
unless otherwise agreed in writing by the Agency. i
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1.15.28 Qualifications ofStaff 'i
The Contractor shall be responsible for assuring that all persons, whether they are i
employees, agents, subcontractors or anyone acting for or on behalf of the
Contractor, are properly licensed, certified or accredited as required under applicable �'
state law and the lowa Administrative Code. The Contractor shall provide standards
for service providers who are not otherwise licensed, certified or accredited under '
state law or the lowa Administrative Code. i
1.15.29 Solicitation '
The Contractor represents and warrants that no person or selling agency has been i
employed or retained to solicit and secure this Contract upon an agreement or I,
understanding for commission, percentage, brokerage or contingency excepting bona �
fide employees or selling agents maintained for the purpose of securing business. �
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1.15.30 Obligations Beyond Contract Term I
This Contract shall remain in full force and effect to the end of the specified term or i
until terminated pursuant to this Contract. All obligations of the Agency and the I
Contractor incurred or existing under this Contract as of the date of expiration or �
termination will survive the termination or expiration of this Contract. �I
1.15.31 Counterparts II�
The parties agree that this Contract has been or may be executed in several I�
counterparts, each of which shall be deemed an original and all such counterparts I,
shall together constitute one and the same instrument. I
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1.15.32 Delays or Impossibility of Performance
Neither party shall be in default under the Contract if performance is prevented,
delayed or made impossible to the extent that such prevention, delay, or impossibility
is caused by a "force majeure." The term "force majeure" as used in this Contract
includes an event that no human foresight could anticipate or which if anticipated, is
incapable of being avoided. Circumstances must be abnormal and unforeseeable, so
that the consequences could not have been avoided through the exercise of all due
care, such as acts of God, war, civil disturbance and other similar causes.The delay or
23 I�
impossibility of performance must be beyond the control and without the fault or
negligence of the parties. "Force majeure" does not include:financial difficulties of the
Contractor or any parent, subsidiary, affiliated or associated company of Contractor;
claims or court orders that restrict Contractor's ability to deliver the Deliverables
contemplated by this Contract; strikes; labor unrest; or supply chain disruptions. If
delay results from a subcontractor's conduct, negligence or failure to perform, the
Contractor shall not be excused from compliance with the terms and obligations of
the Contract unless the subcontractor or supplier is prevented from timely
performance by a "force majeure" as defined in this Contract. If a "force majeure"
delays or prevents the Contractor's performance, the Contractor shall immediately
use its best efforts to directly provide alternate, and to the extent possible,
comparable performance. Comparability of performance and the possibility of
comparable performance shall be determined solely by the Agency. The party seeking
to exercise this provision and not perform or delay performance pursuant to a "force
majeure" shall immediately notify the other party of the occurrence and reason for
the delay.The parties shall make every effort to minimize the time of nonperformance
and the scope of work not being performed due to the unforeseen events. Dates by
which performance obligations are scheduled to be met will be extended only for a
period of time equal to the time lost due to any delay socaused.
1.15.33 Suspensions and Debarment
The Contractor certifies pursuant to 48 CFR Part 9 that neither it nor its principles are
presently debarred, suspended, proposed for debarment, declared ineligible, or
voluntarily excluded from participation in this Contract by any federal Agency or State
Agency. The Contractor certifies that it is not presently debarred, suspended,
proposed for debarment, declared ineligible, or voluntarily excluded from
participation in any contracts with the Stateof lowa.
1.15.34 Conflict of Interest
Contractor represents, warrants, and covenants that no relationship exists or will exist
during the Contract period between the Contractor and the Agency that is a conflict of
interest. No employee, officer or agent of the Contractor or subcontractor shall
participate in the selection or in the award or administration of a subcontract if a
conflict of interest, real or apparent, exists. The provisions of lowa Code ch. 686 shall
apply to this Contract. If a conflict of interest is proven to the Agency, the Agency may
terminate this Contract, and the Contractor shall be liable for any excess costs to the
Agency as a result of the conflict of interest. The Contractor shall establish safeguards
to prevent employees, consultants, or members of governing bodies from using their
positions for purposes that are, or give the appearance of being, motivated by the
desire for private gain for themselves or others with whom they have family, business,
or other ties. The Contractor shall report any potential, real, or apparent conflict of
interest to the Agency.
1.15.35 Certification Regarding Sales and UseTax
By executing this Contract, the Contractor certifies it is either (a) registered with the
lowa Department of Revenue, collects, and remits lowa sales and use taxes as
required by lowa Code chapter 423; or (b) not a "retailer" or a "retailer maintaining a
place of business in this state" as those terms are defined in lowa Code subsections
423.1(47) &(48).The Contractor also acknowledges that the Agency may declare the
24
Contract void if the above certification is false. The Contractor also understands that
fraudulent certification may result in the Agency or its representative filing for
damages for breach of contract.
1.15.36 Right to Address the Board of Directors or Other Managing Entity
The Agency reserves the right to address the Contractor's board of directors or other
managing entity of the Contractor regarding performance, expenditures and any other
issue as appropriate.The Agency determines appropriateness.
1.15.37 Repayment Obligation
In the event that any State and/or federal funds are deferred and/or disallowed as a
result of any audits or expended in violation of the laws applicable to the expenditure
of such funds, the Contractor shall be liable to the Agency for the full amount of any
claim disallowed and for all related penalties incurred. The requirements of this
paragraph shall apply to the Contractor as well as any subcontractors.
1.15.38 Further Assurances and Corrective Instruments
The parties agree that they will, from time to time, execute, acknowledge and deliver,
or cause to be executed, acknowledged and delivered, such amendments hereto and
such further instruments as may reasonably be required for carrying out the
expressed intention ofthisContract.
1.15.39 Reporting Requirements
If this Contract permits other State agencies and political subdivisions to make
purchases off of the Contract, the Contractor shall keep a record of the purchases
made pursuant to the Contract and shall submit a report to the Agency on a quarterly
basis. The report shall identify all of the State agencies and political subdivisions
' making purchases off of this Contract and the quantities purchased pursuant to the
Contract during the reporting period.
1.15.40 Immunity from Liability
Every person who is a party to the Contract is hereby notified and agrees that the
State, the Agency, and all of their employees, agents, successors, and assigns are
immune from liability and suit for or from Contractor's and/or subcontractors'
activities involving third parties and arising from the Contract.
1.15.41 Public Records
The laws of the State require procurement records to be made public unless otherwise �
provided by law.
1.15.42 Use of Name or Intellectual Property
Contractor agrees it will not use the Agency and/or State's name or any of their
intellectual property, including but not limited to, any State, state agency, board or
commission trademarks or logos in any manner, including commercial advertising or
as a business reference, without the expressed prior written consent of the Agency
and/or the State.
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1.15.43 Taxes
The State is exempt from Federal excise taxes, and no payment will be made for any
taxes levied on Contractor's employee's wages. The State is exempt from State and
local sales and use taxes on the Deliverables. State of lowa Tax Exempt Letter
1.15.44 No Minimums Guaranteed
The contract does not guarantee any minimum level of purchases or any minimum
amount of compensation.
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