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Port of Dubuque Marina Project_Amended Grant AgreementMasterpiece on the Mississippi TO: The Honorable Mayor and City Council Members FROM: Michael C. Van Milligen, City Manager SUBJECT: Port of Dubuque Marina Project Amendment to Federal BIG Tier ll Funding Agreement Contract Iowa DNR Contract No. CRD8250MKONRA110303 DATE: March 29, 2011 MCVM:jh Attachment cc: Barry Lindahl, City Attorney Cindy Steinhauser, Assistant City Manager Gus Psihoyos, City Engineer Bob Schiesl, Assistant City Engineer Michael C. Van Mi1flgen Dubuque kerd Al Americacltr IV 2007 Assistant City Engineer Bob Schiesl recommends City Council approval of the execution of an Amendment to the City's Federal BIG Tier ll Funding Agreement Contract for the development of a transient boating marina facility at the Port of Dubuque. This amendment would change the location of the transient boating facility from the main channel to the Ice Harbor and reduce the minimum number of transient slips from 92 to 64. I concur with the recommendation and respectfully request Mayor and City Council approval. Masterpiece on the Mississippi TO: Michael C. Van Milligen, City Manager Gus Psihoyos, City Engineer FROM: Robert Schiesl, Assistant City Engineer SUBJECT: Port of Dubuque Marina Project Amendment to Federal BIG Tier II Funding Agreement Contract Iowa DNR Contract No. CRD8250MKONRA110303 DATE: March 29, 2011 Dubuque All- America City 2007 INTRODUCTION The purpose of this memorandum is' to request City Council approval and authorize the City Manager to execute an Amendment to the City's Federal BIG Tier II Funding Agreement Contract for the development of a transient boating marina facility at the Port of Dubuque. BACKGROUND Initially in 2007 when the City was awarded a $3,037,802 BIG (Boating Infrastructure Grant) Tier II grant from the U.S. Fish and Wildlife Service (U.S. FWS) to develop a 92 slip full service transient boating facility at the Port of Dubuque, the original planned site for the marina facility was to be located on the main channel of the Mississippi River, immediately downstream of the railroad train bridge. However, due to the river site challenges, the significantly over budget cost projections, and the inability to incorporate and provide the required amenities as stated in the City's BIG Tier II grant proposal, the original main channel location was determined no longer a viable option. City staff recommended proceeding forward with the Ice Harbor as the preferred alternate location for the marina project. On November 16th, 2009, the City Council concurred with the staff recommendation to proceed forward with the Ice Harbor as the most economically viable, preferred alternate location for the marina project. A component of the planning level site alternatives analysis was to develop a conceptual estimate of probable construction cost for the new Ice Harbor location. While developing these cost projections, it was determined that the proposed budget of approximately $4 million and the space limitations within the Ice Harbor would not allow for the development of 92 slips, with full service amenities and accommodations, as presented in the City's original grant application. This information was relayed to Iowa DNR and U.S. FWS and it was then determined that the minimum number of transient slips required as part of the grant would be 64. GRANT ANENDMENT As a result of the change in the scope of the project, the location change from the main channel to the Ice Harbor and the revision to the minimum number of transient slips required, this requires an amendment to the City's Federal BIG Tier II Funding Agreement Contract. City staff has worked with the Iowa DNR and the US FWS to amend the scope of the funding agreement contract. All other terms and conditions remain the same. Following the City's approval of the grant amendment, the Iowa DNR Commission will take formal action on April 14 RECOMMENDATION I recommend that the City Council approves and authorize the City Manager to execute an Amendment to the City's Federal BIG Tier II Funding Agreement Contract for the Port of Dubuque Marina Project. ACTION TO BE TAKEN The City Council hereby approves and authorizes the City Manager to execute an Amendment to the City's Federal BIG Tier II Funding Agreement Contract for the Port of Dubuque Marina Project. Prepared by Robert Schiesl, Assistant City Engineer IOWA DEPARTMENT OF NATURAL RESOURCES CONTRACT NUMBER CRD8250MKONRA110303 Between IOWA DEPARTMENT OF NATURAL RESOURCES And CITY OF DUBUQUE This Contract was approved by the Natural Resource Commission on April 14, 2011. IN WITNESS THEREOF, the parties hereto have executed this Contract on the day and year last specified below. DEPARTMENT OF NATURAL RESOURCES By: Date: Patricia L. Boddy, Deputy Director CITY OF DUBUQUE By: Date: Michael C. Van Milligen; City Manager Fed Tax I.D. Number: 42- 6004596 DNR Project Manager: City Project Manager: INTERGOVERNMENTAL SERVICES SPECIAL CONDITIONS This Contract is entered into between the Iowa Department of Natural Resources (DNR) and City of Dubuque (City). The parties agree as follows: Section 1 IDENTITY OF THE PARTIES 1.1 Parties. DNR is authorized to enter into this Contract. DNR's address is: Wallace State Office Building, 502 East 9th Street, Des Moines, Iowa 50319. City of Dubuque, a city is organized under the laws of the State of Iowa and is registered with the Iowa Secretary of State. The City's address is: 50 West 13' Street Dubuque, IA 52001 -4864. 1.2 Project Managers. Each party has designated a Project Manager, who shall be responsible for oversight and negotiation of any contract modifications, as follows: Martin Konrad DNR — Fisheries Bureau Wallace State Office Building 502 East Ninth Street Des Moines, IA 50319 Phone: 515/281 -6976 Fax: 515/281 -6794 Email: Martin.Konrad @dnr.iowa.gov Robert Schiesl Phone: 563/589 -4270 Fax: 563/589 -4205 Email: bschiesl @cityodubuque.org Section 2 STATEMENT OF PURPOSE 2.1 Background. The Boating Infrastructure Grant (BIG) Program is a federal program where only state agencies are eligible to receive grant funding. The DNR solicited for proposals, and the City submitted a proposal eligible for BIG Program funding (City's Proposal). This competitive grant program is for the purpose of constructing transient boating facilities and accompanying service buildings, landscaping and signage (Marina). A transient boat is a non - trailable boat that is at least 26 feet in length and does not moor more than 10 days at one time. State agencies are permitted to transfer grant awards to a third party for constructing transient facilities. This contract will result in 100% of federal funds passing through the Department of Natural Resources (DNR) from the United States Department of Interior to the City. The City is required to match $0.26 of nonfederal money to every $0.74 of BIG money. As such, the DNR does not have an interest in the real or personal property acquired through this Contract but will enforce the terms of this Contract in support of the federal interests and requirements of the federal grant, the terms to which the DNR must comply, for the useful life of the property installed pursuant thereto, which is designed to be 20 years. A 25 transient slip marina is currently located in the Port of Dubuque. A 2007 BIG was awarded to the City to construct 8 of the 25 slips. The City shall either incorporate these 8 slips plus an ADA gangway with a federal interest into the new Marina or divest the federal interest in the 8 slips and gangway. If incorporated with the 56 slips required Contract Number CRD8250MKONRA110303; Page 2 under this agreement, the new Marina shall have a minimum of 64 (56 + 8) total transient slips. The 8 federal interest transient slips shall be modified and upgraded to provide dock and utility services. If the City cannot incorporate the 8slips; the federal interest in these slips will be divested and the City shall return their monetary value to the United States Fish and Wildlife Service. If feasible the City may incorporate (merge into the net total slip count) the remaining 17 non - federal interest transient slips into the Marina. These transient slips shall be modified and upgraded to provide dock and utility services. The City may use the established value of these slips according to Appendix A as in -kind match as part of its required 26% local match. 2.2 Purpose. In cooperation with the City of Dubuque the DNR was awarded a $3,037,802 BIG to construct a transient marina in Port of Dubuque. This agreement serves as the instrument to transfer federal grant dollars to the City. The City is responsible for design and construction of the marina. Grant funds shall be used for the designated activities, in accordance with federal laws and regulations and as listed in Section 5.1 Tasks (a) and (b). Section 3 DURATION OF CONTRACT 3.1 Construction term of Contract. The construction term of this Contract shall be April 14. 2011 through June 30, 2012 unless terminated earlier in accordance with the Termination section of this Contract. 3.2 Maintenance term of Contract. The maintenance term of this Contract shall be June 30, 2012 through June 30, 2034 unless terminated earlier in accordance with the Termination section of this Contract. If terminated earlier the City shall return the remaining monetary Federal interest to the DNR. 3.2 Approval of Contract. If the amount of compensation to be paid by DNR according to the terms of this Contract is equal to or greater than $25,000.00 (twenty five thousand dollars), then performance shall not commence unless by April 14, 2011 this Contract has been approved by the DNR Natural Resource Commission and has been signed by both parties. 3.3 Renewal. DNR shall have the sole option to renew and extend this Contract for subsequent periods, adding up to no more than 6 years total, by executing a signed contract prior to the expiration of this Contract. Section 4 DEFINITIONS "Deliverables" shall mean services to be provided by, or on behalf of, the City pursuant to this Contract. Deliverables shall include the tasks set out in this Contract and everything produced by the City that is related to the tasks, such as reports, meetings, documentation, designs, copy, artwork, data, information, graphics, images, processes, techniques, materials, plans, papers, forms, studies, modifications, content, concepts, and all other tangible and intangible works, materials and property of every kind and nature that are related to the deliverables. "Task Milestone Date" shall mean any of the dates contained in the Contract stating the deadline for accomplishing tasks required by this Contract. Contract Number CRD8250MKONRA 110303; Page 3 Obligation Task Milestone Date Task 1a: Consulting services No later than June 30, 2012 Description: The City shall conduct or contract for consulting services, to include: • Procuring professional services to design and construct the Marina in conformance with the City's Proposal and as described in Task 1 b. • Obtaining all required permits and comply with any environmental review requirements related to the Marina. Deliverable: Design plans, permits and necessary environmental clearances. Task lb: Construct and Install Marina facilities Description: The City shall construct Marina facilities, to include: • Construction and relocation of service utilities. • Constructing a 64 slip (minimum) floating transient marina with dock, utility services and fire suppression. • Installation of a fuel dock facility. • Installation of a waste and pump -out facility. • A Marina service building housing marina management, shower suites, restrooms, laundry facilities, and a ship store including all furniture, fixtures and equipment, adjacent to the slips of the Marina. • Construction of hardscape, landscaping, lighting, and site amenities for the Marina. • Installation of directional and wayfinding signage including navigational aids for and at the Marina. • Installation of security and surveillance equipment at the Marina. • One time dredging in the Marina's project area. Deliverable: Marina Task 2: Final Report No later than August 29, 2012 Description: The City shall prepare a final report comprising of all the activities the City completed from July 2007 to completion of the Marina. The report shall include a final engineering certification from the City's construction contractor. Deliverable: Final Report Section 5 STATEMENT OF WORK 5.1 Statement of Work. The City shall perform the following tasks. The City shall complete its obligations under this Contract by the Task Milestone Dates set out in the following table. 5.2 Final Notice of Acceptance. If DNR concludes, in its sole discretion, that all the Tasks required by the Statement of Work have been timely completed and all deliverables and services required by this Contract have been satisfactorily completed and delivered, and that the implementation of the Statement of Work is completed and successfully deployed, then DNR shall issue a written Final Notice of Acceptance. Contract Number CRD8250MKONRA 110303; Page 4 5.3 Non - Exclusive Rights. This Contract is not exclusive. DNR reserves the right to select other cities to provide services similar or identical to the Scope of Services described in this Contract during the term of this Contract. 5.4 Stop Services. In addition to its other remedies described herein, DNR shall have the right at any time during the Contract term to direct the services of City fully or partially suspended or stopped, if the deliverables or services fail to conform to applicable specifications and requirements in this Contract. DNR shall give City written notice of a stop work directive. DNR shall provide to City the reasons for the stop work directive. 5.5 Industry Standards. Services rendered pursuant to this Contract shall be performed in a professional and workmanlike manner in accordance with the terms of this Contract and the standards of performance considered generally acceptable in the relevant industry for similar tasks and projects. In the absence of a detailed specification for the performance of any portion of this Contract, the parties agree that the applicable specification shall be the generally accepted industry standard. 5.6 Amendments to Statement of Work — Change Order Procedure. Modifications, deletions and additions may be made to a Statement of Work at any time during the term of this Contract by mutual written consent of the parties. Any amendment to a Statement of Work shall be called a Change Order, and the following procedures shall be followed: 5.6.1 Written Request. DNR shall specify in writing the desired modifications to the same degree of specificity as in the original Scope of Services. 5.6.2 The City's Response. The City shall submit to DNR a time and cost estimate for the requested Change Order within five (5) business days of receiving the Change Order Request. 5.6.3 Acceptance of the City Estimate. If DNR accepts the estimate presented by the City within five (5) business days of receiving the City's response, the City shall perform the modified services subject to the time and cost estimates included in the City response. The City's performance and the modified services shall be governed by the terms and conditions of this Contract. 5.6.4 Adjustment to Compensation. The parties acknowledge that a Change Order for this Contract may or may not entitle the City to an equitable adjustment in the City's compensation or the performance deadlines under this Contract and that such Change Order may require approval of the Natural Resources 5.7 Incorporation of Documents. The following documents, and any amendments thereto existing on the date this Contract is signed by DNR, are incorporated into this Contract by this reference: (1) the DNR's solicitation issued on June 2006 and (2) the City's Proposal of August 22, 2006 submitted in response to the DNR's solicitiation, attached as Exhibit A. 5.8 Preference. In the case of any inconsistency or conflict between the provisions of this document (including all related schedules and Statements of Work), or the incorporated documents, the inconsistency or conflict shall be resolved as follows: first, by giving preference to the provisions of this document (including any Statements of Work); second, by giving preference to the provisions of the Proposal; and Contract Number CRD8250MKONRA110303; Page 5 third, by giving preference to the provisions of the DNR's solicitation documents. Section 6 MONITORING AND REVIEW 6.1 Task Milestone Dates. City shall complete its obligations under this Contract by the Task Milestone Dates set out in Section 5.1. Failure by City to complete the above - designated portions of its obligations by the Task Milestone Dates set out herein shall constitute material breach of this Contract by City and shall be grounds for DNR to immediately terminate this Contract for cause. 6.2 Review Meetings. Commencing with beginning performance of this Contract, the Project Managers shall meet to discuss progress made by the City during the performance of this Contract. The meetings shall occur on a quarterly basis either in person or by telephone conference call. Meetings may be postponed only on a case -by- case basis by mutual written agreement of the parties. 6.3 Status Reports. Prior to each review meeting, the City Project Manager shall provide a status report listing: o Accomplishments during the previous period, o Activities planned for the upcoming period, o Tasks completed or deliverables produced during the previous period, o An updated schedule of upcoming deliverables, o Any problems or concerns encountered since the last meeting, and 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 shall facilitate problem resolution. 6.4 DNR right to review and observe. DNR shall have the right to review and observe, at any time, completed work or work in progress. City shall allow the State of Iowa or DNR, to inspect its facilities and books and records relating to invoicing and time records for the purpose of monitoring and evaluating performance of this Contract. Section 7 COMPENSATION 7.1 Source of Funding. The source of funding for this Contract is federal Boating Infrastructure Grant funding. 7.2 Not -to- exceed total amount of Contract. Payment for the work performed by City according to the terms of this Contract shall not exceed $3,037,802.00. Payment shall be for satisfactory completion of the Statement of Work outlined in this Contract, provided that City has complied with the terms of this Contract. 7.3 Retained Amount. DNR shall retain ten percent (10 %) of the compensation associated with this Contract to secure the City's performance under this Contract. The Retained Amount shall be payable only upon DNR's issuance of a written Final Notice of Acceptance. 7.4 Final Notice Acceptance of Implementation of Statements of Work. If DNR concludes, in its sole discretion, that all the Tasks required by the Statement of Work have been timely completed and all deliverables and services required by this Contract have been satisfactorily completed and delivered, and that the implementation of the Statement of Work is completed and successfully deployed, then DNR shall issue a written Final Notice of Acceptance. Contract Number CRD8250MKONRA110303; Page 6 Task Milestone Date Amount Due Invoice Due $303,780.20 Total No Later Than: Task 1 Up to $2,734,021.80 minus retainage per section 7.3 Quarterly, last invoice on August 29, 2012 Task 2 Up to $303,780.20 per section 7.3 August 29, 2012 Total Up to $3,037,802.00 Task 1 $2,734,021.80 Task 2 $303,780.20 Total $3,037,802.00 7.5 Budget. The budget for this Contract shall be as follows: 7.6 Submission of Invoices. Invoices shall be submitted to DNR according to the following schedule: Each invoice shall itemize the work performed pursuant to the Contract. Each invoice shall comply with all applicable rules concerning payment of such claims and shall contain appropriate documentation necessary to support the fees or charges included in the invoice. DNR shall have the right to dispute any invoice item submitted for payment and to withhold payment of any disputed amount if DNR reasonably believes the invoice is inaccurate or incorrect in any way. Original invoices shall be submitted to: Iowa Department of Natural Resources — Information Technology Bureau Attention: Martin Konrad Wallace State Office Building 502 East Ninth Street Des Moines, IA 50319 7.7 Payment of Invoices. DNR shall pay approved invoices in arrears and in conformance with Iowa Code section 8A.514. Unless otherwise agreed to in writing by the parties, the City shall not be entitled to receive any other payment or compensation from the State of Iowa for any services provided by or on behalf of the City under this Contract. Payment will be issued to: Robert Schiesl Phone: 563/589 -4270 Fax: 563/589 -4205 Email: bschiesl @cityodubuque.org 7.8 No advance payment. No advance payments shall be made for any Deliverables provided by City pursuant to this Contract. 7.9 Delay of Payment Due to City's Failure. If DNR determines that the City has failed to perform or deliver any service or product required by this Contract, then the City shall not be entitled to any compensation, or any further compensation if compensation has already occurred, under this Contract until such service or product is performed or delivered. DNR shall withhold that portion of the invoice amount which represents payment for the task or deliverable that was not completed, delivered and successfully deployed. 7.10 Erroneous Payments and Credits. City shall promptly re -pay or refund to DNR the full amount of any overpayment or erroneous payment within ten (10) business days after either discovery by City or notification by DNR of the overpayment or erroneous payment. Contract Number CRD8250MKONRA110303; Page 7 7.11 Set-off Against Sums Owed by City. In the event that City owes DNR or the State of Iowa ("State ") any sum (including any State taxes in arrears) under the terms of this Contract, any other Contract, pursuant to a judgment, or pursuant to any law, DNR may set off such sum against any sum invoiced to DNR by City. This may be done in DNR's sole discretion unless otherwise required by law. 7.12 Reimbursable Expenses. There shall be no reimbursable expenses associated with this Contract separate from the compensation referred to in this section, unless agreed to by both parties in an amendment to this City in a Change Order executed by both parties. Unless otherwise specifically provided for in this Contract, City shall be solely responsible for all its costs and expenses, including travel, mileage, meals, lodging, equipment, supplies, personnel, training, salaries, benefits, insurance, conferences, long distance telephone, and all other costs and expenses of the City. 7.13 Stop Services. In addition to its other remedies described herein, DNR shall have the right at any time during the Contract term to direct the services of the City fully or partially suspended or stopped, if the deliverables or services fail to conform to applicable specifications and requirements under this Contract. DNR shall give City the reasons for the stop work directive. 7.14 Final Payment. Before final payment or a termination settlement under this Contract, the City shall execute and deliver to DNR a release of all claims against DNR arising under, or by virtue of, this Contract except claims which are specifically exempted by the City. Unless otherwise provided in this Contract, by state law or otherwise expressly agreed to by the parties to the Contract, final payment under a settlement upon termination of this Contract shall not constitute a waiver of DNR's claims against the City, or the City's sureties under this Contract or applicable performance and payment bonds. Contract Number CRD8250MKONRA 110303; Page 8 INTERGOVERNMENTAL SERVICES GENERAL CONDITIONS Section 1 COMPLIANCE WITH THE LAW The Contractor, and its employees and agents, shall comply with all applicable federal, state, and local laws, rules, ordinances, regulations and orders when performing the services under this Contract, including without limitation, all laws applicable to the prevention of discrimination in employment and the use of targeted small businesses as suppliers. The Contractor, and its employees and agents shall also comply with all federal, state and local laws regarding business permits and licenses that may be required to carry out the work performed under this Contract. Contractor represents and warrants that it has complied with all federal, state, foreign and local laws applicable to the performance of its obligations under this Contract. Section 2 TERMINATION 2.1 Termination Due to Lack of Funds or Change in Law. DNR shall have the right to terminate this Contract without penalty by giving sixty (60) days' written notice to the Contractor as a result of any of the following: 2.1.1 The legislature or governor fail to appropriate funds sufficient to allow the parties to either meet their obligations under this Contract or to operate as required and to fulfill its obligations under this Contract; or if funds anticipated for the continued fulfillment of the Contract are, at any time, not forthcoming or are insufficient, either through the failure of the parties to appropriate funds or funding from a federal source is reduced or discontinued for any reason, or through discontinuance or material alteration of the program for which funds were provided; or 2.1.2 If funds are de- appropriated, reduced, not allocated, or receipt of funds is delayed, or if any funds or revenues needed by the parties to make any payment hereunder are insufficient or unavailable for any other reason; or 2.1.3 If either party'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 2.1.4 If either party's duties, programs or responsibilities are modified or materially altered; or 2.1.5 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 either party's ability to fulfill any of its obligations under this Contract. 2.2 Immediate Termination by DNR. DNR may terminate this Contract for any of the following reasons effective immediately without advance notice and without penalty: 2.2.1 In the event the Contractor is required to be certified or licensed as a condition precedent to providing services, 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; 2.2.2 DNR determines that the actions, or failure to act, of the Contractor, and its agents and employees have caused, or reasonably could cause, any person's life, health or safety to be jeopardized; 2.2.3 The Contractor fails to comply with confidentiality laws or provisions; 2.3 Termination for Cause. The occurrence of any one or more of the following events shall constitute cause for DNR to declare the Contractor in default of its obligations under this Contract. General Conditions — Contract Number 1 2.3.1 The Contractor fails to perform, to DNR's satisfaction, any material requirement of this Contract or is in violation of a material provision of this Contract, including, but without limitation, the express warranties made by the Contractor; 2.3.2 DNR determines that satisfactory performance of this Contract is substantially endangered or that a default is likely to occur; 2.3.3 The Contractor fails to make substantial and timely progress toward performance of the Contract; 2.3.4 The Contractor has failed to comply with applicable federal, state and local laws, rules, ordinances, regulations and orders when performing within the scope of this Contract; 2.3.5 The Contractor has engaged in conduct that has or may expose the State or DNR to liability, as determined in DNR's sole discretion; 2.3.6 The Contractor has infringed any patent, trademark, copyright, trade dress or any other intellectual property right or proprietary right, or the Contractor has misappropriated a trade secret, or 2.3.7 Contractor fails to comply with any of the Task Milestone dates contained in this Contract. 2.4 Notice of Default. If there is a default event caused by the Contractor, DNR shall provide written notice to the Contractor requesting that the breach or noncompliance be remedied within the period of time specified in DNR's written notice to the Contractor. If the breach or noncompliance is not remedied by the date of the written notice, DNR may either: 2.4.1 Immediately terminate the Contract without additional written notice; or, 2.4.2 Enforce the terms and conditions of the Contract and seek any legal or equitable remedies. 2.5 Termination upon Notice. Following 30 days' written notice, DNR may terminate this 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 services provided under this Contract to DNR up to and including the date of termination. 2.6 Remedies of the Contractor in Event of Termination by DNR. In the event of termination of this Contract for any reason by DNR, DNR shall pay only those amounts, if any, due and owing to the Contractor for services actually rendered up to and including the date of termination of the Contract and for which DNR is obligated to pay pursuant to this Contract. Payment will be made only upon submission of invoices and proper proof of the Contractor's claim. This provision in no way limits the remedies available to DNR under this Contract in the event of termination. However, DNR shall not be liable for any of the following costs: 2.6.1 The payment of unemployment compensation to the Contractor's employees; 2.6.2 The payment of workers' compensation claims, which occur during the Contract or extend beyond the date on which the Contract terminates; 2.6.3 Any costs incurred by the Contractor, including, but not limited to, startup costs, overhead or other costs not directly associated with the performance of the Contract; General Conditions — Contract Number 2 2.6.4 Any taxes that may be owed by the Contractor not directly in connection with the performance of this Contract, including, but not limited to, sales taxes, excise taxes, use taxes, income taxes or property taxes. 2.7 The Contractor's Termination Duties. The Contractor upon receipt of notice of termination or upon request of DNR, shall: 2.7.1 Cease work under this 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, and conclusions resulting there from, any other matters DNR may require. 2.7.2 Immediately cease using and return to DNR any personal property or materials, whether tangible or intangible, provided by DNR to the Contractor. 2.7.3 Comply with DNR's instructions for the timely transfer of any active files and work product produced by the Contractor under this Contract. 2.7.4 Cooperate in good faith with DNR, its employees, agents and contractors during the transition period between the notification of termination and the substitution of any replacement contractor. 2.7.5 Immediately return to DNR any payments made by DNR for services that were not rendered by the Contractor. 2.8 Rights in incomplete products. In the event the Contract is terminated, all finished or unfinished documents, data, reports, or other materials prepared by the Contractor under this Contract shall, at the option of DNR, become DNR's property and the Contractor shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents and other material. Section 3 INDEPENDENT CONTRACTOR The status of the Contractor shall be that of an independent contractor. Neither the Contractor nor its employees shall be considered employees of DNR. DNR will not withhold taxes on behalf of the Contractor. Contractor shall be responsible for payment of all taxes in connection with any income earned from performing this Contract. Section 4 CONFLICT OF INTEREST 4.1 The Contractor covenants that the Contractor presently has no interest and shall not acquire any interest, direct and indirect, which would conflict in any manner or degree with the performance of services required under this Contract. The Contractor further covenants that in the performance of this Contract no person having any such interest shall be employed. 4.2 During the term of this Contract, Contractor shall not provide services that would create a conflict of interest with the Contractor's duties set out in this Contract. In determining whether a particular activity creates an unacceptable conflict of interest, situations in which an unacceptable conflict shall be deemed to exist shall include, but not to be limited to, any of the following: 4.2.1 The activity involves the use of the state's or DNR's time, facilities, equipment, and supplies or other evidences of employment for purposes other than the performance of Contractor's obligations under this Contract. 4.2.2 The activity involves the receipt of, promise of, or acceptance of money or other consideration by Contractor from anyone other than the state or DNR for the performance of any acts that Contractor is required or expected to perform as a part of Contractor's performance under this Contract. General Conditions - Contract Number 3 4.2.3 The outside employment or activity is subject to the official control, inspection, review, audit, or enforcement authority of DNR. 4.3 If the activity creating a conflict of interest is in progress when the term of this Contract begins or is described in paragraph 4.2.1 or 4.2.2 above, then Contractor shall immediately cease the activity. During the term of this Contract, Contractor shall not enter into any activity described in paragraph 4.2.3 or which constitutes any other unacceptable conflict of interest. Contractor shall immediately disclose to DNR the existence of any conflict of interest, including conflicts of interest which are described in paragraph4.2.3 and are in progress when the term of this Contract begins. Section 5 AMENDMENTS This Contract may be amended only by written mutual consent of the parties. Section 6 CHOICE OF LAW AND FORUM The laws of the State of Iowa shall govern and determine all matters arising out of or in connection with this Contract without regard to the choice of law provisions of Iowa law. In the event any proceeding of a quasi - judicial or judicial nature is commended in connection with this Contract, the exclusive jurisdiction for the proceeding shall be brought in Polk County District Court for the State of Iowa, Des Moines, Iowa, or in the United States District Court for the Southern District of Iowa, Central Division, Des Moines, Iowa wherever jurisdiction 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 DNR or the State of Iowa. Notwithstanding the above, in the event the Contractor is a state -level agency in Iowa and the dispute cannot be resolved after reasonable negotiation, the parties shall, pursuant to Iowa Code section 679A.19, submit the dispute to a board of arbitration of three members. The board of arbitration shall be composed of one member appointed by OEI, one member appointed by IDED and one member appointed by the governor. The decision of the arbitration board shall be final. Section 7 SEVERABILITY If any provision of this Contract is determined by a court of competent jurisdiction to be invalid or unenforceable, such determination shall not affect the validity or enforceability of any other part or provision of this Contract. Section 8 ENTIRE AGREEMENT This Contract constitutes the entire agreement between DNR and the Contractor with respect to the subject matter hereof, and the Contractor acknowledges that it is entering into the Contract solely on the basis of the terms and conditions herein contained and not in reliance upon any representation, statement, inducement or promise, whether oral or written, not contained herein. This Contract supersedes all prior contracts and agreements between DNR and the Contractor for the services provided in connection with this Contract. Section 9 ASSIGNMENT AND DELEGATION This Contract may not be assigned, transferred or conveyed, in whole or in part, without the prior written consent of the other party. For the purpose of construing this provision, a transfer of a controlling interest in the Contractor shall be considered an assignment. Section 10 REPRESENTATIONS AND WARRANTIES 10.1 Construction of Warranties Expressed in this Contract with Warranties Implied by Law. All warranties made by the Contractor in all provisions of this Contract and the Proposal by the Contractor, whether or not this Contract specifically denominates the Contractor's 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 and services to be provided, or by provision of General Conditions — Contract Number 4 samples to DNR, shall not be construed as limiting or negating any warranty provided by law, including without limitation, warranties which 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 goods and services provided by the Contractor. The provisions of this Section apply during the term of this Contract and any extensions or renewals thereof. 10.2 Concepts, Materials, and Works Produced. Contractor represents and warrants that all the concepts, materials and deliverables produced, or provided to DNR pursuant to the terms of this Contract shall be 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, materials and work product produced under this Contract. The Contractor represents and warrants that the concepts, materials and work product produced under this Contract, and DNR's use of same, and the exercise by DNR of the rights granted by this 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 work product produced under this Contract will not infringe upon the copyright, trademark, trade name, literary, dramatic, statutory, common law or any other rights of any person, firm or corporation or other entity. The Contractor represents and warrants that it is the owner of or otherwise has the right to use and distribute any software, the materials owned by the Contractor and any other materials, work product produced under this Contract and methodologies used in connection with providing the services contemplated by this Contract. 10.3 Professional Practices. The Contractor represents and warrants that all of the services to be performed hereunder will be rendered using sound, professional practices and in a competent and professional manner by knowledgeable, trained and qualified personnel. 10.4 Conformity with Contractual Requirements. The Contractor represents and warrants that the work product produced under this Contract will appear and operate in conformance with the terms and conditions of this Contract. 10.5 Authority to Enter into Contract. The Contractor represents and warrants that it has full authority to enter into this 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 DNR. 10.6 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 this Contract are or will be fully satisfied by the Contractor so that DNR will not have any obligations with respect thereto. 10.7 Title to Property. The Contractor represents and warrants that title to any property assigned, conveyed or licensed to DNR is good and that transfer of title or license to DNR is rightful and that all property shall be delivered free of any security interest or other lien or encumbrance. 10.8 Industry Standards. The Contractor represents and expressly warrants that all aspects of the goods and services provided or used by it shall conform to the applicable industry standards in the performance of this Contract. 10.9 Technology Updates. The Contractor represents warrants that it shall continually use and integrate the most current and up -to -date technology commercially available. Section 11 CONFIDENTIALITY General Conditions — Contract Number 5 11.1 Access to Confidential Data. The Contractor's employees and agents may have access to confidential data maintained by DNR 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 DNR. The Contractor shall provide to DNR a written description of its policies and procedures, if any exist, to safeguard confidential information. 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 and employees to ensure compliance with the terms of this contract. The private or confidential data shall remain the property of DNR at all times. Failure by the Contractor to submit its confidentiality policies or to comply in any way with the requirements of this paragraph shall not affect Contractor's obligations to comply with other requirements herein. Nothing in this paragraph shall be construed to in any way affect the Contractor's obligations to comply with Iowa and DNR statutes and rules applicable to confidentiality, as well as DNR policies and procedures regarding confidentiality, including Department of Administrative Services (DAS) and DNR IT Security policies and procedures. 11.2 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 DNR, either during the period of the Contract or thereafter. Any data supplied to or created by the Contractor shall be considered the property of DNR. 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 maintained promptly at the request of DNR. 11.3 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 DNR and cooperate with DNR in any lawful effort to protect the confidential information. 11.4 Reporting of Unauthorized Disclosure. The Contractor shall immediately report to DNR any unauthorized disclosure of confidential information. 11.5 Survives Termination. The Contractor's obligation under this Contract regarding confidential materials and information shall survive termination of this Contract. Section 12 PROPERTY. INTELLECTUAL PROPERTY, PATENT AND COPYRIGHT 12.1 Title to Property. Title to all property furnished by DNR to Contractor to facilitate the performance of this Contract shall remain the sole property of DNR. All such property shall be used by Contractor only for purposes of fulfilling its obligations under this Contract and shall be returned to DNR upon the earliest of completion, termination, or cancellation of this Contract or at DNR's request. Contractor acknowledges that it shall acquire no interest or rights in and to such property. Except as expressly provided in this Contract, Contractor shall not disclose or use such property for any purpose, including pledging or encumbering it, selling or using it for monetary gain, using it to compile mailing lists, solicit business or pursue other business activities, or otherwise. Title to all property purchased by Contractor, for which Contractor has been reimbursed or paid by DNR under this Contract, shall pass to and vest in the State, except as otherwise provided in this Contract. 12.2 Care of Property. Contractor shall be responsible for the proper custody and care of any DNR -owned property, including data, databases, software, interfaces, hardware, telecommunications lines and equipment, intellectual property and DNR Property furnished for Contractor's use in connection with the performance of the contract. Contractor shall exercise its best efforts to prevent damage to all such property and shall, at DNR's request, restore damaged property to its condition prior to the damage at the sole expense of Contractor. Such restoration shall be complete when judged satisfactory by DNR. In the event such property cannot be restored to DNR's satisfaction, Contractor shall reimburse DNR for any loss or damage to such property General Conditions — Contract Number 6 caused by Contractor, or any agent, contractor or subcontractor employed or utilized by Contractor. Contractor shall not take any action that would impair the value of, or goodwill associated with, the name, property and intellectual property rights of DNR and the State. Contractor shall obtain the prior advance written approval from DNR prior to Contractor's use of the name, marks or intellectual property rights of DNR or the State. 12.3 Hardware and Equipment. In the event that any hardware and other equipment owned by Contractor and used in connection with this Contract is subject to the security interest or a legal or equitable interest by a third party who is not a party to this Contract, Contractor shall insure in any such transactions that DNR shall be notified of a default occurring under the instrument and if Contractor does not cure the default within the time allowed, DNR may, in its sole discretion, cure the default by Contractor and assess or set off all costs associated with affecting cure, including the amount in default and reasonable attorneys fees against Contractor. 12.4 Ownership of Deliverables and Intellectual Property. Contractor agrees that the Deliverables and all intellectual property rights and proprietary rights arising out of, embodied in, or related to, such Deliverables, shall become and remain the sole and exclusive property of the DNR and the State. Contractor hereby irrevocably transfers, assigns and conveys to the DNR and the State all right, title and interest in and to such Deliverables and intellectual property rights and proprietary rights. Contractor shall take all actions as may be necessary or requested by the DNR to carry out and effect such transfer, assignment and conveyance. Contractor represents and warrants that the DNR and the State shall acquire good and clear title to such Deliverables, free from any claims, liens, security interests, encumbrances or other rights or interests of Contractor or of any Third Party. The DNR and the State shall have the right to obtain and hold copyrights, patents or such other registrations or intellectual property protections as may be desirable or appropriate to the subject matter, and any extensions or renewals thereof. Contractor shall assist the DNR and the State to obtain and secure copyrights, patents or other intellectual property rights, registrations or protections with respect to all such Deliverables in the United States and any other countries. Contractor agrees to execute all papers and to give all facts known to it necessary to secure United States or foreign country copyrights and patents, and to transfer or cause to transfer to the DNR and the State all the right, title and interest in and to such Deliverables. Contractor also agrees to waive and not assert any moral rights it may have with regard to such Deliverables. The Contractor shall not retain any property interests or other rights in and to such Deliverables and shall not use such Deliverables, in whole or in part, for any purpose, without the prior written consent of the DNR and the payment of such royalties or other compensation as the DNR deems appropriate. As the owner of such Deliverables, the DNR and the State may, without limitation: (i) adapt, change, modify, edit or use the Deliverables as the DNR or the State sees fit, including in combination with the works of others, prepare derivative works based on the Deliverables, and publish, display and distribute throughout the world any Deliverable(s) in any medium, whether now known or later devised, including, without limitation, any digital or optical medium, and (ii) make, use, sell, license, sublicense, or lease the Deliverables and any intellectual property rights therein or related thereto without payment of additional compensation to Contractor. 12.5 Further Assurances. At the DNR's request, Contractor shall execute and deliver such instruments and take such other action as may be requested by the DNR to establish, perfect or protect the State's and the DNR's rights in and to the Deliverables and to carry out the assignments, transfers and conveyances required by this Contract. Contractor shall execute any instruments, provide all facts known to it, and do all other things requested by the DNR (both during and after the term of this Contract) in order to vest more fully in the State and the DNR any and all ownership rights and intellectual property rights in and to the Deliverables. In the event the DNR is unable, after reasonable effort, to secure Contractor's signature on any letters, patent, copyright, or other analogous protection relating to the Deliverables, for any reason whatsoever, Contractor hereby irrevocably designates and appoints the DNR, and its duly authorized officers, employees and agents, as Contractor's agent and attorney -in -fact, to act for and in its behalf to execute and file any such application or applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent, copyright registrations, and other General Conditions — Contract Number 7 analogous protection, including extensions and renewals thereon, with the same legal force and effect as if executed by Contractor. 12.6 Disputes. In any dispute over ownership or licensing rights, Contractor shall have the burden of proving prior or independently developed rights by clear and convincing proof. Section 13 RESERVED. Section 14 WAIVER Except as specifically provided for in a waiver signed by duly authorized representatives of DNR 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. Section 15 NOTICE 15.1 Any and all notices, designations, consents, offers, acceptances or any other communication provided for herein shall be given in writing by registered or certified mail, return receipt requested, by receipted hand delivery, by Federal Express, courier or other similar and reliable carrier which shall be addressed to each party as set forth as follows in Section 1 of this Contract. 15.2 Each such notice shall be deemed to have been provided: 15.2.1 At the time it is actually received; or, 15.2.2 Within one day in the case of overnight hand delivery, courier or services such as Federal Express with guaranteed next day delivery; or, 15.2.3 Within five (5) days after it is deposited in the U.S. Mail in the case of registered U.S. Mail. 15.3 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. Section 16 CUMULATIVE RIGHTS 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 as long as any default remains in any way unremedied, unsatisfied or undischarged. Section 17 TIME IS OF THE ESSENCE Time is of the essence with respect to the performance of the terms of this Contract. Section 18 RECORD RETENTION AND ACCESS The Contractor shall maintain books, records and documents which sufficiently and properly document and calculate all charges billed to DNR throughout the term of this Contract for a period of at least five (5) years following the date of final payment or completion of any required audit, whichever is later. Records to be maintained include both financial records and service records. The Contractor shall permit the Auditor of the State of Iowa 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 this Contract, wherever such General Conditions - Contract Number 8 records may be located. The Contractor shall not impose a charge for audit or examination of the Contractor's books and records. Section 19 RESERVED. Section 20 OBLIGATIONS BEYOND CONTRACT TERM This Contract shall remain in full force and effect to the end of the specified term or until terminated or canceled pursuant to this Contract. All obligations of DNR and the Contractor incurred or existing under this Contract as of the date of expiration, termination or cancellation will survive the termination, expiration or conclusion of this Contract. Section 21 DELAY OR IMPOSSIBLITY OF PERFORMANCE The Contractor shall not be in default under this Contract if performance is delayed or if Contractor may not reasonably perform the Contract due to an act of God, flood, fire or similar events. In each such case, the delay or impracticability must be beyond the reasonable control and anticipation of the Contractor, and without the fault or negligence of the Contractor. If delay results from a subcontractor's conduct, from the Contractor's negligence or fault, or from circumstances which by the exercise of reasonable diligence the Contractor should have been able to anticipate or prevent, then the Contractor shall be in default and this paragraph shall not be applicable. It shall be the responsibility of the Contractor to prove that performance was delayed or impracticable within the meaning of this paragraph. Section 22 SUPERCEDES FORMER CONTRACTS OR AGREEMENTS Unless this Contract is an amendment to a Contract entered into between DNR and Contractor and is designated as such, then this Contract supersedes all prior contracts or agreements between DNR and the Contractor for the services provided in connection with this Contract. Section 23 USE OF THIRD PARTIES AND SUBCONTRACTORS Contractor may not contract with third parties for the performance of any of Contractor's obligations under this Contract, unless and then only to the extent that the Special Conditions of this Contract specify otherwise. If the Special Conditions provide for a subcontractor or subcontractors, then the following conditions shall apply: 23.1 All subcontracts shall be subject to prior approval by the DNR. The DNR's consent shall not be deemed in any way to provide for the incurrence of any obligation of DNR in addition to the remuneration agreed upon in this Contract. Any subcontract to which DNR has consented shall be in writing and shall in no way alter the terms and conditions of this Contract. 23.2 The Contractor may enter into subcontracts to complete the work required by this Contract provided that the Contractor remains responsible for all services performed under this Contract. No subcontract or delegation of work shall relieve or discharge the Contractor from any obligation, provision, or liability under this Contract. The Contractor shall remain responsible for such performance and shall be fully responsible and liable for all acts or omissions of any subcontractor. 23.3 All restrictions, obligations and responsibilities of the Contractor under this Contract also shall apply to the subcontractors. 23.4 DNR shall have the right to request the removal of a subcontractor from the Contract for good cause. The Contractor shall indemnify, defend and hold harmless DNR and the State from and against any and all claims, demands, liabilities, suits, actions, damages, losses, costs and expenses of every kind and nature whatsoever arising as a result of Contractor's breach of any subcontract in which it enters, including Contractor's failure to pay any and all amounts due by Contractor to any subcontractor. General Conditions - Contract Number 9 23.5 Each subcontract shall contain provisions for DNR access to the subcontractor's books, documents, and records and for inspections of work, as required of Contractor herein. 23.6 Any action of a subcontractor, which, if done by Contractor, would constitute a breach of this Contract, shall be deemed a breach by Contractor and have the same legal effect. 23.7 If delay results from a subcontractor's conduct, from the Contractor's negligence or fault, or from circumstances which by the exercise of reasonable diligence the Contractor should have been able to anticipate or prevent, then the Contractor shall be in default and Section 21, "Delay of Impossibility of Performance," shall not be applicable. 23.8 If the Contract is subject to the provisions of Iowa Code chapter 8F, then the Contractor shall comply with Iowa Code chapter 8F with respect to any subcontract Contractor enters into pursuant to this Contract. Any compliance documentation, including but not limited to certification, received from any subcontractor shall be forwarded to DNR immediately. Section 24 SELF - INSURANCE BY THE STATE OF IOWA Pursuant to Iowa Code chapter 669, DNR and the State of Iowa are self- insured against all risks and hazards related to this Contract. No separate fund has been established to provide self - insurance, and the State of Iowa is not obligated to establish any such fund during the term of this Contract. Section 25 INDEMNIFICATION Only to the extent as may be allowable by law, the parties agree to indemnify and hold harmless one another for any and all costs, expenses, losses, claims, damages, liabilities, settlements and judgments, related to or arising from any breach of this Contract; or any negligent, intentional or wrongful act or omission of the Contractor or any agent or subcontractor utilized or employed by the Contractor. Section 26 IMMUNITY FROM LIABILITY Every person who is a party to the Contract is hereby notified and agrees that the State, DNR, and all of their employees, agents, successors, and assigns are immune from liability and suit for Contractor's and subcontractors' activities involving third parties arising from the Contract. Section 27 NON - SUPPLANTING REQUIREMENT To the extent required by federal or state law, federal and state funds made available under this Contract shall be used to supplement and increase the level of state, local, and other non - federal funds that would in the absence of such federal and state funds be made available for the programs and activities for which funds are provided and will in no event take the place of state, local, and other non - federal funds. Section 28 TAXES The State is exempt from federal excise tax, and no payment will be made for any taxes levied on Contractor's employees' wages. The State is exempt from state and local sales and use taxes on the Deliverables. Section 29 INFORMATION TECHNOLOGY SECURITY The Contractor and all Contractor personnel shall comply with Iowa information technology security statutes, rules and policies. By signing this contract, the Contractor acknowledges that the Contractor has read and understands the provisions of the information technology security policies adopted by the Iowa Department of Administrative Services (DAS) and DNR in effect on the date of signing. The Contractor further agrees to read and abide by any revised DAS and DNR policies, posted on the respective agency websites, that come into effect during the term of this Contract. General Conditions — Contract Number 10