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