10_04_20 EXECUTED Energy Efficiency and Conservation Block GrantOFFICE OF ENERGY INDEPENDENCE
P�lti:y JtIdge, Lt. 6 0v('='t)0[
Roycl %)i1lp >y, i. c. - ic?r
April 20, 2010
Mr. Michael Van Milligen, City Manager
City of Dubuque
50 W 13 St
Dubuque, IA 52001
Dear Mr. Van Milligen:
Enclosed please find a fully executed original Energy Efficiency and Conservation Block
Grant Contract between the City of Dubuque, EECBG10 -3509, and the Iowa Office of Energy
Independence. This contract has been signed by our office and a second copy has been
retained for our files.
Should you have any questions, please feel free to contact me at (515) 725 -0437.
Regards,
v
J sica Turba
Program Manager
Wallace Builclirig
502 F. 9th St
Lies Moines, IA 50319
P151 5.72 5.0431
www.energy.iowv� .gov
Iowans creating an economically viable and environmentally sound energy future.
EECBG 10 -3509 City of Dubuque
ENERGY EFFICIENCYAND CONSERVATION BLOCK GRANT SUB -
RECIPIENT CONTRACT
This Energy Efficiency and Conservation Block Grant Sub - recipient Contract
is between the Office of Energy Independence (OEI), an agency of the State of Iowa
created by Iowa Code chapter 469, and the Sub - recipient (SR) identified in the
attached Term Sheet. The parties agree as follows.
1. Purpose.
1.1 OEI has received an Energy Efficiency and Conservation Block Grant (EECBG)
from the United States Department of Energy, Award No. DE- EE000812, to fund
qualified projects that will reduce the energy use of counties and cities or that will
reduce green house gas emission activities, or both.
1.2 The parties are entering into this contract for SR to receive funds under the
EECBG program.
2. Incorporation of documents.
2.1 Incorporation. This contract incorporates the following documents:
.A Funding Opportunity Announcement, EE -FOA- 0000013 American
Recovery and Reinvestment Act, dated May 11, 2009;
.B OEI's grant application; and
.0 Assistance Agreement for Award No. DE- EE000812 between the
United States Department of Energy and OEI, including any amendments to
that agreement during the term of this contract.
2.2 Resolution of inconsistencies or conflicts. If there is a conflict between this
contract and federal law, the parties agree that federal law will govern.
3. Scope of services.
SR will perform the services identified in Exhibit A, Description of Project and
Award Budget.
4. Compensation.
D �
ApR 14 201
F
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EECBG 10 -3509 City of Dubuque
4.1 Reimbursement of allowable costs. OEI will reimburse SR for the allowable
costs that SR incurs in performing the work under this contract in the amount and in
manner described in Exhibit A, Description of Project and Award Budget.
4.2 No reimbursement of unallowable costs. OEI will not reimburse SR for any
cost that is contrary to (1) this contract; (2) any restriction or limitation in the
documents identified in paragraph 2.1; (3) 10 CFR Part 600; (4) the applicable cost
principles found in OMB Circular A -21 Cost Principles for Educational Institutions,
OMB Circular A -87 Cost Principles for State, Local, and Indian Tribal Governments,
or OMB Circular A -122 Cost Principles for Non - Profit Organizations; or (5) any other
applicable laws, rules, regulations, and policies.
4.3 Invoices and supporting documentation. All invoices and all required
supporting documentation must comply with all applicable rules concerning
payments of these claims.
4.4 Representations. By submitting an invoice, SR represents to OEI that all of
the following are true:
.A the services identified in the invoice are within the scope of services
described in paragraph 3, and
.B the costs are allowable, allocable, and reasonable in accordance
with(1) this contract; (2) the documents identified in paragraph 2.1; (3) 10
CFR Part 600; (4) the applicable cost principles in OMB Circular A -21 Cost
Principles for Educational Institutions, OMB Circular A -87 Cost Principles for
State, Local, and Indian Tribal Governments, or OMB Circular A -122 Cost
Principles for Non - Profit Organizations; and (5) any other applicable laws,
rules, regulations, and policies.
4.5 Payment of invoices. OEI will review each invoice for compliance with this
contract and applicable laws, rules, regulations, and policies. It will approve all or a
portion of the amount sought in the invoice and will pay the approved amount
within the time required by applicable law.
4.6 Withholding payments. Despite anything to the contrary in this contract,
OEI may withhold paying all or a portion of the invoices if SR has failed to comply
with this contract, including any problems identified during OEI's monitoring of SR's
performance.
4.7 Recovery of reimbursed funds. If OEI or any federal agency concludes that
SR has been reimbursed for any cost that is unallowable, unallocable, or
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EECBG 10 -3509 City of Dubuque
unreasonable under this contract, SR will repay those funds within 30 business days
of receiving written notice from OEI. OEI may withhold any payment under this
contract if SR fails to repay those funds by the deadline.
4.8 Payment is no waiver. By paying all or a portion of an invoice, OEI does not
waive its ability to challenge any reimbursement for failing to comply with this
contract at a later date.
5. American Recovery and Reinvestment Act requirements.
5.1 Acknowledgement of receiving Recovery Act funds. SR understands and
agrees that the source of the payments under this contract, either in whole or in
part, is the American Recovery and Reinvestment Act of 2009 —Pub. L. 111-5 —
(Recovery Act). SR further understands and agrees that it will comply with the
Recovery Act.
5.2 Recovery Act process is evolving. SR understands and agrees that the
federal stimulus process is still evolving and that new requirements for Recovery
Act compliance may still be forthcoming from the federal government and the State
of Iowa. Accordingly, SR agrees that it and its subgrantees and subcontractors will
comply with all Recovery Act requirements promulgated by the federal government
or the State of Iowa, or both, during the contract.
5.3 Recovery Act funds are temporary. SR agrees that Recovery Act funds are
temporary and that programs supported with Recovery Act funds, including this
program, will not be continued with the State of Iowa financial appropriations when
Recovery Act funds are expended.
5.4 Applicable Recovery Act definitions. Because this contract uses Recovery
Act funds, the Recovery Act defines the following terms that are relevant to this
contract:
.A A "prime recipient" is a non - federal entity that receives Recovery Act
funds as federal awards in the form of grants, loans, or cooperative
agreements directly from the federal government.
.B A "sub- recipient" is a non - federal entity that expends federal awards
received from another entity to carry out a federal program but does not
include an individual who is a beneficiary of such a program.
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5.5 Prime recipient and sub - recipient. For purposes of this contract, OEI is the
prime recipient and SR is a sub - recipient. Further, SR understands that it might have
one or more sub - recipients when performing this contract.
5.6 Registration requirements. SR and its first -tier subgrantees and
subcontractors must register and maintain their registration in the Central
Contractor Registration at all times during which they have active federal awards
funded with Recovery Act funds.
5.7 Enforceability. SR agrees that if it or one of its subcontractors or subgrantees
fails to comply with all applicable federal or state requirements, or both, OEI may
withhold or suspend, in whole or in part, any payments to SR under this contract, or
recover misspent funds from SR. This provision is in addition to all other remedies
available to OEI.
5.8 Recovery Act reporting requirements. Under Section 1512 of the Recovery
Act, OEI, as the prime recipient, must submit a report to the federal government no
later than 10 calendar days after the end of each calendar quarter ( "Reporting
Period "). This report must contain the information outlined below. Accordingly, SR
agrees to provide the State of Iowa with the following information in a timely
manner and in the format or form required by OEI:
.A The total amount of Recovery Act funds received by SR during the
Reporting Period;
.13 The amount of Recovery Act funds that were expended or obligated
during the Reporting Period;
.0 A detailed list of all projects or activities for which Recovery Act funds
were expended or obligated, including:
.1 the name of the project or activity;
.2 a description of the project or activity;
.3 an evaluation of the completion status of the project or activity; and
.4 an estimate of the number of jobs created and the number of jobs
retained by the project or activity.
.D For any subcontracts or sub - grants equal to or greater than $25,000:
.1 The name of the entity receiving the sub - award;
.2 The amount of the sub - award;
.3 The transaction type;
.4 The North American Industry Classification System (NAICS) code or
Catalog of Federal Domestic Assistance (CFDA) number;
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EECBG 10 -3509 City of Dubuque
.5 Program sources;
.6 An award title descriptive of the purpose of each funding action;
.7 The location of the entity receiving the sub - award;
.8 The primary location of the sub - award, including the city, state,
Congressional District, and country;
.9 A unique identifier of the entity receiving the sub -award and the
parent entity of the Contractor /Grantee, should the entity be owned by
another; and
A0The names and total compensation of the five most highly
compensated officers of the company if it received: (1) 80% or more of
its annual gross revenues in Federal awards; and (2) $25,000,000 or
more in annual gross revenue from Federal awards.
.E For any subcontracts or sub - grants of less than $25,000 or to
individuals, the information required in subparagraph D may be reported in
the aggregate and requires the certification of an authorized officer of the
vendor or grantee that the information contained in the report is accurate.
.F Any other information requested by the State of the Iowa or required
by state or federal law or regulation.
.G Standard data elements and federal instructions for use in complying
with reporting requirements under Section 1512 of the Recovery Act were
published in the Federal Register on April 1, 2009 (74 FR 14824), and once
approved will be provided online at www.FederalReporting.gov.
5.9 Department of Energy's reporting requirements. In addition to any other
reporting requirements, the Department of Energy's Federal Reporting Checklist —
DOE F 4600.2— identifies the reporting requirements for this contract. SR agrees
that it will comply with these reporting requirements.
5.10 OMB guidance on reporting requirements.
.A OMB Memorandum M -09 -21 dated June 22, 2009, outlines the
standard data elements and federal implementation guidance for complying
with the reporting requirements under section 1512 of the Recovery Act. SR
agrees that it will comply with OMB Memorandum M -09 -21 and timely
provide the information required by that memorandum to OEI.
.B OMB Memorandum M -10 -08 dated December 18,, 2009, provides
updated guidance on Data Quality, Non - Reporting Recipients, and Reporting
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EECBG 10 -3509 City of Dubuque
of Job Estimates. SR agrees that it will comply with OMB Memorandum M -10-
08 when complying with its reporting obligations.
.0 Further, SR agrees that it will comply with any other OMB
memorandums or guidances concerning reporting under -the Recovery Act.
5.11 SR's failure to comply with reporting requirements. SR's failure to comply
with any of the Recovery Act reporting requirements — including, without limitation,
paragraphs 5.8, 5.9, and 5.10— constitutes a material breach of this contract. In
addition to any other remedy, if SR fails to comply with the reporting requirements,
OEI may withhold further payments, suspend this contract, or terminate this
contract.
5.12 Segregation of funds. SR can use Recovery Act funds to supplement, not
supplant, other federal funding. SR agrees that it will segregate obligations and
expenditures of Recovery Act funds from other funds. In addition, SR must not co-
mingle Recovery Act funds with other funds or use Recovery Act funds for a purpose
other than that of making payments for costs allowable under the Recovery Act.
5.13 Prohibition on use of Recovery Act funds. SR must not use any funds made
available under this contract for any casino or other gambling establishment,
aquarium, zoo, golf course, swimming pools, or similar projects. In addition, SR must
not use Recovery Act funds (a) for construction, such as construction of mass transit
systems and exclusive bus lanes, for the construction or repair of buildings and
structures, (b) to purchase land, a building, or structure, or any interest therein, (c)
to subsidize fares for public transportation, (d) to subsidize utility rate
demonstrations or state tax credits for energy conservation or renewable energy
measures, or (e) to conduct or purchase equipment to conduct research,
development, or demonstration of energy efficiency or renewable techniques and
technologies not commercially available.
5.14 Preservation of open competition.
.A Unless prohibited by state or local laws, SR must ensure that bid
specifications, project agreements, or other controlling documents in
construction contracts awarded under this contract, or under a subaward
under this agreement, do not:
.1 require or prohibit bidders, offerors, contractors, or subcontractors
to enter into or adhere to agreements with one or more labor
organizations, on the same or related construction project or projects;
or
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.2 otherwise discriminate against bidders, offerors, contractors, or
subcontractors for becoming or refusing to become or remain
signatories or otherwise adhere to agreements with one or more labor
organizations, on the same or other related construction project or
projects.
.B The term "construction contract" as used in this provision means any
contract for the construction, rehabilitation, alteration, conversion, extension,
or repair of buildings, highways, or other improvements to real property.
.0 Nothing in this provision prohibits bidders, offerors, contractors, or
subcontractors from voluntarily entering into an agreement with labor
organizations.
5.15 Buy American requirement.
.A As required by Section 1605 of the Recovery Act, SR agrees that neither
SR nor its subcontractors or sub - grantees will use Recovery Act funds for a
project for the construction, alteration, maintenance, or repair of a public
building or public work unless all of the iron, steel, manufactured goods used
in the project are produced in the United States. SR understands this
requirement may only be waived by the applicable federal agency if the
requirement is determined to be (a) inconsistent with the public interest, (b)
the relevant manufactured goods are not produced in the United States in
sufficient and reasonably available quantities of and of a sufficient quality, or
(c) inclusion of the relevant manufactured goods produced in the United
States will increase the cost of the overall project by more than 25 %, as set
out in Section 1605 of the Recovery Act.
.B For additional information about waivers of the Recovery Act's Buy
American requirement, OEI directs SR's attention the Department of Energy's
Guidance on the Buy American Provisions as Applied to Energy Efficiency and
Renewable Energy Projects Funded by the American Recovery and
Reinvestment Act of 2009 and Administered by the Office of Energy Efficiency
and Renewable Energy dated December 17, 2009.
5.16 Wage requirements. As required by Section 1606 of the Recovery Act, SR
agrees that all laborers and mechanics employed by contractors and subcontractors
on the work funded under this contract will be paid wages at rates not less than
those prevailing on projects of a character similar in the locality as determined by
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the United States Secretary of Labor under the Davis -Bacon Act, 40 U.S.C. § 3141 et
sec.
5.17 Whistleblower protection. SR agrees that both it and its subcontractors and
sub - grantees will comply with Section 1553 of the Recovery Act. SR and its
subcontractors and sub - grantees must not discharge, demote, or otherwise
discriminate against any employee who discloses, in the ordinary course of the
employee's duties, information the employee reasonably believes is evidence of (1)
gross mismanagement of the contract or grant relating to Recovery Act funds; (2) a
gross waste of Recovery Act funds; (3) a substantial or specific damage to public
health or safety related to the implementation or use of Recovery Act funds; (4) the
abuse of authority related to implementation or use of Recovery Act funds; or (5) a
violation of law, rule, or regulation related to an agency contract (including the
competition for or negotiation of a contract) or grants awarded or issued relating to
Recovery Act funds. Further, SR agrees that it and its subcontractors and
subgrantees will post notice of the rights and remedies available under Section 1553
of the Recovery Act.
5.18 National Environmental Policy Act (NEPA) requirements.
.A SR cannot take any action using federal funds that would have an
adverse affect on the environment or limit the choice of reasonable
alternatives before the Department of Energy or OEI provides either a NEPA
clearance or a final NEPA decision about the project. If SR proceeds with
activities that are not authorized for federal funding of the Department of
Energy Contracting Office before the final NEPA decision, SR risks not
receiving federal funding and those costs may not be recognized as allowable
cost. If the contract includes construction activities, SR must submit an
environmental evaluation report or evaluation notification form regarding
NEPA issues before the Department of Energy or OEI initiating the NEPA
process.
.B SR agrees to manage waste generated through this project in
accordance with all federal, state, and local regulatory requirements.
.0 SR also agrees to submit to OEI a solid and hazardous waste
management plan before project implementation. At a minimum, the waste
management plan must include:
.1 type and estimated volume of waste that the project proponent
anticipates will be generated; and
.2 the disposal path for each waste stream (e.g., landfill disposal,
recycling, reuse).
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5.19 National Historic Preservation Act. Before expending any Recovery Act
funds to alter any structure or site that are listed or eligible for listing in the
National Register of Historic Places, SR must first comply with Section 106 of the
National Historic Preservation Act (NHPA), consistent with the Department of
Energy's 2009 letter of delegation of authority about the NHPA.
5.20 False Claims Act. SR agrees that it will promptly refer to an appropriate
Federal Inspector General any credible evidence that a principal, employee, agent,
sub - grantee, subcontractor, or other person has committed a false claim under the
False Claims Act or has committed a criminal or civil violation of laws pertaining to
fraud, conflict of interest, bribery, gratuity, or similar misconduct involving those
funds.
5.21 Non - discrimination. SR must comply with Title VII of the Civil Rights Act of
1964, Section 504 of the Rehabilitation Act of 1973, Title IX of the Education
Amendments of 1972, the Age Discrimination Act of 1975, and other civil rights laws
applicable to recipients of federal financial assistance.
5.22 Job posting requirements. Section 1512 of the Recovery Act requires the
State of Iowa to report on the jobs created and retained as a result of the stimulus
funds. SR is strongly encouraged to post job opportunities created in connection
with the projects, funded in whole or in part with Recovery Act funds on the State of
Iowa job opportunity website and the federal Recovery Act website, if required.
5.23 Inspection of records. SR agrees that it will permit the United States
Comptroller General or its representative or the appropriate inspector general
appointed under Section 3 or 8G of the Inspector General Act of 1978 or its
representative (1) to examine any records that directly pertain to, and involve
transactions relating to, this contract; and (2) to interview any officer or employee
of SR or any of its subcontractors or sub - grantees regarding the projects funded
with Recovery Act funds.
5.24 Lobbying restrictions. By accepting funds under this contract, SR agrees that
none of the funds under this contract will be expended, directly or indirectly, to
influence congressional action on any legislation or appropriation matters pending
before Congress, other than to communicate to Members of Congress as described
in 18 U.S.C. § 1913. This restriction is in addition to those prescribed elsewhere in
statute and regulation.
5.25 Suspension and debarment. SR agrees that neither it nor its principals are
presently debarred, suspended, proposed for debarment, declared ineligible, or
voluntarily excluded from participation in this transaction nor from federal financial
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or non - financial assistance, nor are any of the participants involved in the execution
of this contract suspended, debarred, or voluntarily excluded by any federal
department or agency in accordance with Executive Order 12549 (Debarment and
Suspension) and 44 CFR Part 17, or are on the disbarred vendors list at
www.epls.gov. Further, SR will notify OEI by certified mail if SR or any of its agents
become debarred, suspended, or voluntarily excluding during the term of this
contract.
5.26 Flow -down requirements. SR must include the terms of this contract in any
subaward or subcontract.
6. Monitoring activities.
6.1 OEI has the right to monitor SR's performance of this contract— including the
performance of SR's subcontractors, subgrantees, or sub - recipients —to verify that
SR is complying with this contract.
6.2 Monitoring activities include, but are not limited to:
A a 100% inspection;
.B a random sampling;
.0 a periodic inspection;
.D inspecting any document related to SR's performance of this contract;
.E auditing or reviewing any documents related in any way to any
payments under this contract;
.F inspecting the work at any time;
.G allowing its consultants, agents, or experts to examine or evaluate
completed work, work in progress, payments, or any other matter related in
any way to SR's performance of this contract;
.H examining the books, ledgers, documents, papers, and records related
in any way to this contract; and
.I attending any meetings where SR discusses matters related to the
performance of this contract.
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7. Termination.
7.1 Immediate termination by OEI. OEI may immediately terminate this
contract when one or more of the following events occurs:
.A SR fails to comply with any provision of this contract that provides for
immediate termination; or
.13 OEI determines that SR made a statement, representation, warranty, or
certification that is materially false, deceptive, incorrect, or incomplete.
7.2 Termination on notice by OEI. Following 30 days' written notice, OEI may
terminate this contract in whole or in part for convenience without the payment of
any penalty or incurring any further obligation to the non - terminating party.
Following termination upon notice, OEI will pay SR, upon submission of invoices
and proper proof of claim, for services provided under this contract up to and
including the date of termination.
7.3 Termination for cause by OEI. OEI may declare SR to be in default of its
obligations under this contract when any of the following events occurs:
.A SR fails to observe and perform any covenant, condition or obligation
created by the contract;
.13 SR fails to make substantial and timely progress toward performance
of the contract;
.0 SR's work product and services fail to conform with the requirements
of this contract; or
.D SR's work product or services infringe on any patent, trademark,
copyright, trade dress or any other intellectual property right.
7.4 Notice of default. If there is a default event that SR can cure, OEI must
provide written notice to SR requesting that the breach or noncompliance be
immediately remedied. If the breach or noncompliance continues 10 days beyond
the date of the written notice, OEI may:
.A immediately terminate the contract without additional written notice;
or
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.13 enforce the terms and conditions of the contract and seek any legal or
equitable remedies.
In either event, OEI may seek damages due to the breach or failure to comply with
the terms of the contract.
7.5 Termination by OEI due to lack of funds or change in law. Despite
anything in this contract to the contrary, and subject to the limitations, conditions,
and procedures set forth below, OEI may terminate this contract without penalty by
giving 60 days' written notice to SR if any of the following occurs:
.A the legislature or governor fails to appropriate funds sufficient to allow
OEI to operate as required and to fulfill its obligations under this contract;
.B if funds are de- appropriated or not allocated;
.0 if the federal government reduces or eliminates the federal grant;
.D if OEI's authorization to operate is withdrawn or there a material
alteration in the programs administered by OEI;
.E if OEI's duties are substantially modified.
7.6 SR's remedies if OEI terminates the contract due to lack of funds or
change in law. If OEI terminates this contract due to lack of funds or change in law
as provided above, SR's exclusive, sole, and complete remedy is the payment for
services completed prior to and including the date of termination.
7.7 SR's duties on termination. When SR receives OEI's notice of termination
for any reason allowed under this contract, SR must:
.A cease all work under this contract except any work that OEI directs SR
to perform;
.B comply with OEI's instructions for the timely transfer of any active files
and related work product; and
.0 cooperate in good faith with OEI during the transition period between
the notification of termination and the substitution of any replacement
contractor.
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7.8 Set off. Should OEI obtain a money judgment against SR because of a default
under this contract, SR consents to such judgment being set off from moneys owed
SR by the State of Iowa or any other agency of the State of Iowa under any other
contract.
8. Indemnification.
8.1 SR's indemnification of OEI. SR must indemnify the State of Iowa and OEI
from any and all liabilities, damages, settlements, judgments, costs and expenses,
related to or arising from:
.A SR's violation of this contract;
.13 SR's negligent acts or omissions;
.0 SR's performance or attempted performance of this contract;
.D SR's failure to comply with all local, state and federal laws and
regulations; or
.E SR's failure 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 SR to conduct business in the State of
Iowa.
8.2 Survives termination. All indemnification obligations imposed by this
section survive the termination of this contract.
9. Insurance. SR agrees to procure and maintain insurance required to protect
any work funded in whole or in part under this contract.
10. Fiscal procedures.
10.1 SR's accounting system. SR represents that its accounting system is
adequate to comply with this contract.
10.2 Audit exceptions. If an authorized federal or state audit takes exception to
the services provided under this contract for which federal or state reimbursement
has been paid, SR must refund the reimbursement if the audit exception is due to the
SR's error. If the audit exception is due solely to the Department's error, the
Department is responsible for the reimbursement. If the audit exception is a joint
responsibility, the parties will work together to achieve an equitable resolution.
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11. Compliance with laws.
11.1 In general. SR must comply with all applicable federal, state, and local laws,
rules, ordinances, regulations, and orders when performing services under this
contract. SR represents that it has complied with all federal, state, and local laws
regarding any business permits and licenses that may be required to carry out the
work to be performed under this contract.
11.2 Compliance with anti - discrimination laws.
.A SR must comply with all laws applicable to the prevention of
discrimination in employment.
.B In addition, SR, as a sub - recipient of a federal grant, must comply with
all laws prohibiting discrimination on the basis of race, color, national origin,
age, religion, sex, or disability in the delivery of services or benefits.
11.3 SR agrees to comply with the organizational audit requirements of OMB
Circular A -133, Audits of States, Local Governments, and Non - Profit Organizations.
12. Certification. By signing this contract, SR certifies that it will comply with all
applicable federal and state laws including, without limitation, the Recovery Act.
This certification is a material representation of act upon which OEI is relying when
entering into this contract. A false certification constitutes a material breach of this
contract.
13. Contract administration.
13.1 Amendments. No supplement, modification, or amendment of this contract
will be binding unless it is in writing and signed by both parties.
13.2 Third parties. This contract has no third party beneficiaries; it benefits only
OEI and SR.
13.3 Assignment and delegation. No party may assign, transfer, or convey in
whole or in part this contract without the prior written consent of the other party.
For purposes of this clause, a transfer of a controlling interest in SR constitutes an
assignment.
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13.4 Choice of law and forum. Iowa law governs this contract without regard to
its choice -of -law provisions. Any litigation arising out of or related to this contract
must be brought in Des Moines, Iowa, Polk County District Court.
13.5 Representations. Each party represents to the other that:
.A It has the right, power, and authority to enter into and perform its
obligations under this contract.
.13 It has taken all requisite action (corporate, statutory, or otherwise) to
approve the execution, delivery, and performance of this contract.
.0 This contract constitutes a legal, valid, and binding obligation on itself
in accordance with its terms.
13.6 Integration. This contract constitutes the entire agreement between the
parties and none of the parties are relying on any representations that may have
been made that are not included in this contract.
13.7 Not a joint venture. Nothing in this contract creates the relationship of a
partnership, joint venture, or other association of any kind, or agent and principal
relationship between the parties. Each party is an independent contractor to the
other contracting for services and acting toward the mutual benefits derived from
this contract. No party, unless otherwise specifically authorized in this contract, has
the authority to enter into any contract or create any obligation or liability on behalf
of, in the name of, or be binding on another party to this contract.
13.8 Obligations beyond the term of this contract. This contract will remain in
full force and effect to the end of the specified term or until terminated or canceled
under this contract. All obligations of the parties incurred or existing under this
contract as of the expiration, termination, or cancellation will survive the
termination or cancellation of this contract.
13.9 Supersedes former agreements. This contract supersedes all prior
contracts between OEI and SR for the services provided under this contract.
13.10 Waiver. No waiver of any term of this contract constitutes a waiver of any
other provision, whether similar or dissimilar. No waiver of any term constitutes a
continuing waiver of that term. No waiver is binding unless it signed in writing by
the waiving party.
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13.11 Notices. Whenever this contract requires a party to send notice or other
communication to the other party, the notice must be in writing and must be
delivered personally or sent by certified or registered mail, or by overnight courier,
postage prepaid, to the addresses identified in the Term Sheet. A notice is effective
either (1) on the day of personal delivery, or (2) two days after the date of mailing,
whichever is earlier.
13.12 Severability. If any term of this contract is for any reason invalid or
unenforceable, the rest of the contract remains fully valid and enforceable.
13.13 Cumulative rights. The various rights, powers, options, elections, and
remedies of any party in this contract are cumulative and not one of them is
exclusive of the others or exclusive of any rights, remedies, or priorities allowed
either party to pursue any other equitable or legal remedy to which either party
may be entitled as long as any default remains unremedied, unsatisfied, or
undischarged.
13.14 Time is of the essence. Time is of the essence with respect to the
performance of the terms of this contract.
13.15 Successors in interest. This contract binds and inures to the benefit of all
parties and their successors, assigns, and legal representatives.
13.16 Record retention and access. SR must maintain books, records, and
documents that sufficiently and properly document and calculate all charges billed
to OEI throughout the term of this contract for a period of at least 5 years following
the date of final payment or completion of any required audit, whichever is later. SR
must permit the Auditor of the State of Iowa or any authorized representative of the
State of Iowa 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 SR relating to orders, invoices, or payments or any other
documentation or materials pertaining to this contract. SR must not impose a
charge for audit or examination of SR's books and records.
Page 16 of 23
EECBG 10 -3509 City of Dubuque
The parties are signing this contract on the date stated in the Term Sheet.
OFFICE OF ENERGY INDEPENDENCE
By: Wd w � A�
Roya S anley, Director
SUBRECIPIENT NAME
By:
Michael Van Milligen, City Manager
APR 14 2010
Page 17 of 23
EECBG 10 -3509 City of Dubuque
TERM SHEET
1. Sub - recipient. City of Dubuque is the Sub - recipient (SR). SR is a State of Iowa
Municipal Corporation.
2. Date of signing contract. The parties have signed this contract on
6w . 12 2010.
3. Term. The term of this contract is from April 26, 2010, through December 30,
2010, unless the contract is terminated in accordance with this contract.
4. Notice addresses. Whenever this contract requires a party to send notice or
other communication to the other, the party must send that notice to following
addresses:
If to OEI: Office of Energy Independence
Attn: Jessica Turba
Wallace State Office Building, Third Floor
Des Moines, Iowa 50319
Jessica.turbaPiowa.gov
(515)725 -0437
If to SR: City of Dubuque
Attn: David Ness
50 West 13th Street
Dubuque, IA 52001
DNessRcityofdubuque.oE9
563- 589 -4270
�
Page 18 of 23
APR 14 2010
EECBG 10 -3509 City of Dubuque
EXHIBITA
DESCRIPTION OF THE PROJECT AND AWARD BUDGET
TO STATE ENERGY GRANT SUB - RECIPIENT CONTRACT
DESCRIPTION OF THE PROJECT AND AWARD BUDGET
Page 19 of 23
EECBG 10 -3509 City of Dubuque
1. General
Name of SR: City of Dubuque
Address: 50 West 13th Street
Dubuque, IA 52001
County: Dubuque
Project Title: Traffic Optimization
Contract # EECBG 10 -3509
2. Project Description /Scope of Work:
SR will replace an existing traffic signal interconnect system with a fiber optic
system to synchronize traffic through 7 signals. The new system will connect to the
existing Traffic Operations Center and ACTRA software management system.
SR will replace 5 traffic signals with LED signals including signal hardware, control
cabinets, and monitoring equipment, which is compatible with the existing ACTRA
system and interconnect two additional signals. Installation of fiber optic conduit
and fiber cable( + /- 8970 lineal feet) to allow communications between the signals
and to the Traffic Operations Center will be completed.
3. Award amount: $500,000 Match amount: $523,720
Type Award: Grant
Project Start Date: April 26, 2010
Project Completion Date: December 30, 2010
4. Financial procedures and payment schedule:
a. Payment and invoicing procedures: OEI will pay SR consistent with the
payment schedule identified below and paragraph 4 of this contract. To be paid, SR
must provide OEI with an invoice, a GAX form, and a progress report. Verification
that the expenditure of matching funds is proceeding as planned must be included
with the submittal.
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EECBG 10 -3509 City of Dubuque
b. Performance measures, acceptance criteria, and payment schedule:
Task
Completion
Performance Measures
Acceptance Criteria
Value
Date
Measures in place
April 2010
Document the SR has measures
Waste management
to comply with
in place to comply with NEPA,
plan, NEPA, NHPA,
contract
NHPA, Davis -Bacon Act, Buy
Buy American *, and
requirements
American Act, and has
Davis -Bacon
completed a waste
requirements met.
management plan.
Final plans and
June 2010
Final plans and specifications
All plan and
specifications
completed.
specification
completed.
documents
completed.
Obtain permits
June 2010
Obtain permits.
All required permits
obtained.
Select contractor
July 2010
Bids opened.
Contractor selected.
Order equipment
July 2010
Equipment ordered.
American made*
equipment delivered.
Must be compatible
with existing network.
Install traffic
November
Installation complete. 89701f
Equipment installed
control upgrades
2010
fiber optic cable and conduit, 5
per code and industry
LED traffic signal heads,
standard. Equipment
hardware, control cabinet, and
must be operational,
monitoring network.
inspected and
interfaced with
existing system. Fiber
optic test report
submitted.
Final Report
December
Final report completed.
All documentation
$500,000
2010
submitted to OEL See
section 5 B below for
report requirements.
* CFL's, electronic ballasts and LED traffic ligbts /signals exempt from Buy American requirements
S. Recovery Act compliance.
a. Compliance with Davis - Bacon.
• SR must sign a DOL Standard Form 1413, Statement of Acknowledgement
signifying an understanding of Davis Bacon compliance requirements.
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EECBG 10 -3509 City of Dubuque
• The Davis -Bacon Act wage decision for the county or counties in which
construction occurs will correspond to the effective date of this contract. OEI
will provide the general decision number and wage decision to the SR. The wage
decision that is in effect at the time of the effective date of this contract will
remain throughout the entire term of this contract. Current and archived wage
decisions can be found at: http: / /www.wdol.gov /dba.aspx #O
• Each Friday of each week during construction, SR must submit a Weekly
Certified Payroll on a Form WH347 to OEI at
https : / /www.iowagrants.gov /index.do
SR must retain the original, signed weekly form. The file must be available for
review for a period of three years from project completion.
b. Compliance with Recovery Act reporting requirements.
SR must provide monthly Recovery Act progress reports at
https : / /www.iowagrants.gov /index.do no later than the 25th day of the month
for each year of this contract. In addition to any other requirements, each
progress report must include the following information for the preceding month:
1. Cumulative number of individuals compensated for any amount of work
during the time period;
2. Updated project progress to include accomplishments or setbacks;
3. Updated development timelines;
4. Quantification of performance measures achieved.
• SR must provide quarterly Recovery Act progress reports at
https: / do no later than December 26, March 25,
June 25, and September 25 of each year of this contract. In addition to any other
requirements, each progress report must include:
1. Jobs created through both Recovery Act funds and non - federal funds;
2. Cumulative number of individuals compensated for any amount of work
during the time period;
3. Updated project progress to include accomplishments or setbacks;
4. Updated development timelines;
S. Quantification of performance measures achieved;
6. Receipts and invoices for reimbursements.
• SR must provide a final report to OEI upon completion of the project. SR must
send the final report to https://www.iowagrants gov /index do . Among other
things, the final report must include:
1. A synopsis of the completed project;
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EECBG 10 -3509 City of Dubuque
2. Job creation /retention statistics;
3. Before /during /after photo documentation;
4. Performance measures achieved;
5. Quantification of energy saving and cost saving results to date;
6. Quantification of energy saving and cost saving projections for the next
three calendar years;
7. Construction punchlist, commissioning reports, and other technical
project evaluations resulting from project implementation;
8. Financial information;
9. Any other information requested by OEI.
• SR agrees to provide OEI with long term project implementation results as
requested following the closure of the project account as necessary to document
the ongoing benefits associated with the completion of this project.
C. Table summarizing reporting deadlines.
Report
Due no later than
Weekly Certified Payroll (Form WH347):
6:00 p.m. each Friday of each week
during construction
Monthly Recovery Act and Progress
The 25th day of every month of this
Reports:
contract
Quarterly Recovery Act, Progress, and
March 25, June 25, September 25, and
Invoice Reports:
December 26 of each year of this
contract
Final Report:
30 days after project completion
d. OEI's receipt of reports is no waiver.
By receiving any report, OEI does not waive its ability to challenge any report for
failing to comply with this contract at a later date, nor does OEI's receipt of a report
waive any remedy it may have against SR for the report failing to comply with this
contract.
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