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Signed Contracts_IDNR Grant ContractTHE CITY OF DUB E ~-~~ MEMORANDUM February 27, 2007 TO: Michael C. Van Milligen, City Manager ~ FROM: Don Vogt, Public Works Director(A~" c~ SUBJECT: IDNR Grant Contract INTRODUCTION The purposes of this memorandum are to provide information and request your approval of a proposed contract with the Iowa Department of Natural Resources. BACKGROUND Last year, Solid Waste Management Supervisor Paul Schultz submitted a Solid Waste Alternatives Program (SWAP) grant application to the Iowa Department of Natural Resources (IDNR). The application was for a forgivable loan of $26,500 to finance the purchase of two "Toughbook" touch screen computers, associated software, and expert assistance from Barker Lemar Engineering. The computers and software would be used by our crews to research and record information regarding noncompliant refuse collection setouts. Please see the attached memorandum from Paul for additional background information. DISCUSSION After consultations with IDNR representatives and City Attorney Barry Lindahl, it was decided that you should be listed as the City's Contract Officer. The contract itself has been reviewed, amended, and approved by Barry, Information Services Manager Chris Kohlmann, and GIS Coordinator Nicole Breitsprecker. ACTION STEP I request your consideration of the attached contract and endorsement of same. CC: Barry A. Lindahl, City Attorney Attachments THE CITY OF DUB E ~,-~-~ MEMORANDUM February 27, 2007 TO: Donald J. Vogt, FROM: Paul F. Schultz, Public Works Director Solid Waste Management Supervisor~C~ SUBJECT: IDNR PAYT Tracking /Enforcement /Education Pilot Project The purpose of this memorandum is to request your recommendation for City Manager Mike Van Milligen, as Contract Officer, to consider signing the attached contract with the Iowa Department of Natural Resources (IDNR). The purpose of the contract would be to implement athree-month pilot project in Dubuque to improve recycling diversion and neighborhood aesthetics /sanitation through targeted enforcement and education at households chronically setting out excessive refuse with inadequate curbside recycling participation. The initial application and draft contract have been reviewed by Information Services Manager Chris Kohlmann and GIS Coordinator /Analyst Nicole Breitspecker and Finance Director Ken Tekippe. The proposed draft contract has been reviewed, revised and approved by City Attorney Barry Lindahl. Two tablet computers with GPS, DAGIS, Incident Tracking infraction data and Utility Billing account data would be mounted in solid waste trucks. The Toughbook touch screen computers would be programmed to allow crews to collect data on excessive non-compliant setouts with little or no participation in curbside recycling. Alleys setouts where address identifications are not marked and multiplexes that house more transient tenants would be the main focus of the pilot. Customers and property owners, identified by crews using the software, would be tracked and also notified by mail of the setout violations (photos included as appropriate), informed of Pay As You Throw program rules and offered recycling bins if needed. As part of the pilot project the IDNR Solid Waste Alternatives Program has proposed a contract to fund the pilot program with a $26,500 forgivable loan. Barker-Lemar Engineering Consultants would provide the database development, GIS coordination, and troubleshooting. The city's contribution would be in-kind. Data collection would start in April 2007 after the contact is executed. Attachment SOLID WASTE ALTERNATIVES PROGRAM PROJECT CONTRACT IOWA DEPARTMENT OF NATURAL RESOURCES Contractor: Contract Number: Contract Title: Contract Amount: Federal ID Number: Contractor Officer: Contractor Email Address: DNR Project Officer: Distribution Copies: City of Dubuque 925 Kerper Court Dubuque, IA 52001 07-G550-14 Pay As You Throw -Tracking, Enforcement and Education Pilot Project Forgivable Loan: $26,500 42-6004596 Michael C. Van Milligen, 563-589-4110 Paul Schultz, Project Manager, 563-589-4249 psch u Itz(c~cityofd u bug ue. orq Jennifer Reutzel, 515-281-8672 Energy and Waste Management Bureau Copy One - IDNR Copy Two -Contractor Time of Performance: February 28, 2007 -October 15, 2007 Tirne of Final Documentation: October 31, 2007 Term of Contract: February 28, 2007- October 31, 2007 Submit Reporting Forms To: Jennifer Reutzel Energy and Waste Management Bureau Iowa Department of Natural Resources 502 E. 9 Street Des Moines, Iowa 50319-0034 Submit Claim Voucher and Loan Repayments To: Issue Payment To: Pam Brown Management Services Division Iowa Department of Natural Resources 502 E. 9 Street Des Moines, Iowa 50319-0034 City of Dubuque 925 Kerper Court Dubuque, IA 52001 07-G550-14 Page 2 of 18 SPECIAL CONDITIONS AND GENERAL CONDITIONS The Contractor shall deliver all information and complete all tasks detailed in the Special Conditions. The rights and obligations of the parties to this Contract shall be subject to and governed by the Special Conditions, the General Conditions, and the Appendices. To the extent of any inconsistency between the Special Conditions, the General Conditions, and the Appendices and any specifications or other conditions that are made a part of this Contract by reference or otherwise, the provisions of the Special Conditions and the General Conditions shall control. To the extent of any inconsistency between the Special Conditions and the General Conditions, the provisions of the Special Conditions shall control. SPECIAL CONDITIONS ARTICLE I. IDENTIFICATION OF PARTIES, PROJECT, AND PROJECT AREA This Contract is by and between the City of Dubuque (hereinafter referred to as the Contractor) and the Iowa Department of Natural Resources (hereinafter referred to as the Department) for the purpose of the Pay As You Throw -Tracking, Enforcement and Education Pilot Project (hereinafter referred to as the Project). The Project Area is, at a minimum, defined as the City of Dubuque. ARTICLE II. DESIGNATION OF OFFICIALS 2.1 Department. The Deputy Director of the Department shall execute any changes in the terms, conditions, or amounts specified in this Contract. Tom Anderson shall negotiate on behalf of the Department and, subject to the approval of the Deputy Director, make any changes to this Contract. 2.2 Contractor. The Contractor Officer is authorized to execute any changes in the terms, conditions, or amounts specified in this Contract. ~ 2.3 Key Contract Personnel. Jennifer Reutzel, Iowa Department of Natural Resources, 515-281-8672 Tom Anderson, Iowa Department of Natural Resources, 515-281-8623 Michael C. Van Milligen, Contractor Officer, 563-589-4110 Paul Schultz, City Manager's designated Project Manager, 563-589-4249 ARTICLE III. TIME OF PERFORMANCE, TERM OF CONTRACT 3.1 Time of Performance. The Contractor shall commence work under this Contract on the beginning date and complete contract tasks by the ending date, as set forth in this Contract unless changed by mutual written agreement. Contract tasks include all actions and/or submittals required of the Contractor. 3.2 Term of Contract. The Contract remains open for the Term of Contract as stated on the title page of this Contract. The Contract and all obligations of the Department contained herein may be terminated upon the occurrence of one of the following: a) the loan is repaid in full including any court costs and penalties and all conditions of the Contract have been fulfilled as determined by the 07-G550-14 Page 3 of 18 Department; b) the Contract is terminated due to any default under Secfion 71 of the General Conditions; or c) if there has been no disbursement of Solid Waste Alternatives Program funds within twelve (12) months immediately following the announcement of awards, unless an extension is requested in writing by the Contractor and approved by the Department. ARTICLE IV. SCOPE OF WORK 4.1 Project Description. The Contractor shall conduct a pilot Pay-As-You-Throw (PAYT) Tracking and Enforcement Project to improve efficiency and effectiveness of the city's existing PAYT program. The Project will reduce residential infractions of the existing PAYT system and allow for more targeted recycling education to PAYT offenders as a means of reducing the amount of waste being set out at the curb. Funding will go towards the purchase of technology for participating collection vehicles and support of the recycling education activities targeted towards residential PAYT offenders. _ Upon successful demonstration of this alternative to landfilling, the Contractor shall assist the Department to promote the information gained from this Project to other public and private sector entities. Any information as a result of this Project becomes public information. 4.2 Materials and Markets. Materials to be diverted from a sanitary landfill resulting from the Project include: curbside recyclables. 4.3 Milestones: The Contractor shall accomplish the activities listed in the Project Milestones by the assigned date. If changes are required, the Contractor must contact the Department in writing and receive approval of the amendment in writing. PROJECT MILESTONES Date Activity Ongoing Describe efforts to contract with targeted businesses, minority- owned businesses, or women-owned businesses for at least ten (10) percent of all purchase/expenditures, which utilize program funds. A directory can be found on the web at http://www.iowai. net/iowa/dia/tsb/ Ongoing Submit bid documents for items costing over $10,000 which utilize program funds. April 1, 2007 Completion of Task 1: Assessment of existing Pay As You Throw methodologies May 1, 2007 Completion of Task 2: Development of a GPS/GIS Data Collection program June 1, 2007 Completion of Task 3: Implementation of the Project's pilot route and collection of PAYT Enforcement Infractions 07-G550-14 Page 4 of 18 July 15, 2007 FY 2007 claim vouchers due - Estimated expenditures: $26,500 - Please note that claim vouchers submitted exceeding the estimated expenditures for each fiscal year will be paid only when funds are available. August 31, 2007 Completion of Task 4: Implementation of the PAYT Enforcement and Education/Outreach Practices September 30, Completion of Task 5: Measurement of Implemented PAYT 2007 Enforcement Practice Impacts and Development of Next Steps September 30, Open House Held: Jennifer Reutzel informed 30 days before 2007 the event. Media Invited. Ongoing Notify the Department of relevant conferences or workshops at which the Project can be presented October 31, 2007 Final Documentation due to the Department 4.4 Reporting Requirements. The Contractor shall notify the Department with progress. reports on the status of the Project. Reports are due to the Department on the dates outlined below in the Reporting Schedule. The Contractor shall report on events occurring in the reporting period including but not limited to: 1. A thorough summary of all progress on milestones as identified in Section 4.3, specifically including a summary of activities completed within the specified Project Tasks 2. A summary of the route selected for the pilot Project, with a comparison to the other existing "traditional" routes 3. A summary of all education activities completed, including development of the education pieces to be mailed to PAYT violators, a summary of the usage plans for the education pieces, any advertising connected to the Project, etc. 4. A summary of any informal results/observations, etc., on the Project collected within the implementation phase 5. Summary and purpose of all expenditures 6. Any additional Project successes or failures REPORTING SCHEDULE Due Date Reporting Period Report Type April 15, 2007 February -March 2007 Quarterly July 15, 2007 April -June 2007 Quarterly October 15, 2007 July -September 2007 Quarterly October 31, 2007 February -September 2007 FINAL 4.5 Final Documentation. As part of the final documentation, the following shall be provided: 1. A case summary (2 - 3 pages) that provides an overall summary of the whole Project -include representative photographs, specific successes, and lessons learned through start-up to full implementation. The case summary should also include: 07-G550-14 Page 5 of 18 • A detailed narrative of each step taken by the Contractor from determining the need for the pilot through completion of the analysis of results and planning of next steps • A summary of all Tasks (1 through 5 as identified in Section 4.3) required from Project initiation through completion • A summary of all results obtained as a result of the Project • Total tonnage diverted from the landfill as a result of this Project, itemized by waste stream (if known) • A detailed narrative of Project inefficiencies and corrective actions taken • A narrative on the transferability of this Project to other Iowa communities looking to undertake a similar Project • A summary of future plans for the Pay As You Throw pilot Project as plans move forward 2. Copies of all outreach, education, or marketing materials used in Project promotion, including copies of news articles regarding the Project. Disclaimer. Any publications pertaining to work performed under this Contract shall contain the following statement: "This (insert type of material) was prepared with the support of the Iowa Department of Natural Resources Contract Number 07-G550-14. However, any opinions, findings, conclusions, or recommendations expressed herein are those of the author(s) and do not necessarily reflect the views of IDNR." The Department reserves the right to publish the reports, publications, and once completed by the Contractor and delivered to the Department. Written and oral releases are considered to be within the context of publication rights so reserved by the Department. 4.6 Project Budget: The Department agrees to pay the Contractor for expenses incurred for the Project in the amounts stated in the budget outlined on this page, not to exceed the Contract Amount indicated on the title page of this Contract. The Department may fund up to 75 percent of the purchase price of each item purchased with funds. PROJECT BUDGET ITEM DNR AWARD COST SHARE TOTAL COST Equipment and training $11,000 $4,000 $15,000 (referenced below) Data collection program $15,000 $13,000 $28,000 development 07-G550-14 Page 6 of 18 Data collection, $500 $20,000 $20,500 enforcement and education activities TOTAL $26,500 $37,000 $63,500 Equipment: Two (2) truck tablet computers and related hardware/software; peripheral data collection equipment; Project employee training. 4.7 Budget Amendments: The Contractor shall request any budget deviations between any existing budget line items. The Contractor shall provide the Department a written request of the proposed budget deviation. The proposed revised budget cannot exceed the contract award amount as identified on the title page of the contract and local match requirements must be maintained. This written notice shall include: a) a statement of the reason(s) the budget deviation is requested and the impact on the intent of the Project; and b) a revised budget indicating affected budget line items The Department shall respond in writing to the request. Expenses cannot occur relating to the revised budget until the Contractor receives an approval letter from the Department. 4.8 Claim Voucher Procedure: The Contractor shall submit: a) one (1) signed original and three (3) pressure copies of the State of Iowa Claim Voucher. b) one (1) Contract Expense Sheet to the Department for completed portions of the Project. c) Invoices or receipts for items for which reimbursement is requested must be attached to the claim voucher. d) If local match is to be shown: Indicate this on the Contract Expense sheet and attach necessary documentation showing that local match identified has been paid. Claim vouchers should be sent to: Pam Brown Management Services Division Iowa Department of Natural Resources Wallace State Office Building 502 E. 9th Street Des Moines, Iowa 50319-0034 Claim vouchers must be submitted within ninety (90) days of the date of the oldest attached invoice. It is recommended that the Contractor submit claim vouchers as expenses are incurred Claims shall be made only on items listed in the Project budget outlined in section 4.6 of this contract. No costs for which funds will be used can be incurred before the beginning date or after the ending date of the Time of Performance. 07-G550-14 Page 7 of 18 4.9 Funding. The Department shall process claim vouchers for payment within thirty (30) working days provided: a) the State claim voucher and contract expense sheet are correctly completed; b) all required documentation is attached; c) all Contractor requirements (including local, state, and federal statutes, ordinances, rules, and regulations), to date, are completed to the satisfaction of the Department; and d) The Contractor is accomplishing Project Milestones identified in Article IV to the satisfaction of the Department. If any of these conditions is not met, the Department will notify the Contractor of the deficiencies and the Department may return the canceled claim voucher to the Contractor. Anew claim voucher may be submitted to the Department for payment once Contract requirements are met. ARTICLE V. REVIEW OF WORK The Department or its advisors shall have the right to review and observe at any time, completed work or work in progress on the Project. 5.1 Property Sales. 5.1.1 In the event that any nonexpendable tangible personal property item(s) purchased or constructed with program funds, are sold, and proceeds from that sale are used for other than acquisition of comparable replacement items during the Term of Contract, the Department shall Immediately be paid a percentage of the sale price equal to the percentage of program funds used in the original purchase or construction of the nonexpendable tangible personal property sold. Reimbursement will be based solely on items documented on the Contract Expense Sheet and purchased, including installation, with program assistance. This provision is not intended to reduce the total amount due the Department under the terms of the loan. 5.1.2 Forgivable Loan Only Awards: In the event that any nonexpendable tangible personal property item(s) purchased or constructed with program funds, are sold, and proceeds from that sale. are used for other than acquisition of comparable replacement items to maintain the intent of the Project for up to five (5) years after the expiration of the Term of Contracf, the Department shall be paid a percentage of the sale price equal to the percentage of program funds used in the original purchase or construction of the nonexpendable tangible personal property sold. Reimbursement will be based solely on items documented on the Contract Expense Sheet and purchased, including installation, with program assistance. If the sale of any nonexpendable tangible personal property item(s) purchased or constructed with program funds are sold and a# the Department's discretion signifies the end of the Project, provisions of Article 5.6 may be enforced. Prior to the sale of any nonexpendable tangible personal property, the Department shall be notified no less than thirty (30) working days prior to the Contractor entering into an agreement for the sale of the nonexpendable tangible personal property. The written notice shall 07-G550-14 Page 8 of 18 include a detailed description, including specifications, of the item or items proposed to be sold. For the purposes of this contract, nonexpendable tangible personal property includes but is not limited to, vehicles, trailers, collection and processing equipment, building construction, building remodeling, and scales. "Comparable replacement items" means items that maintain the intent of the Project. 5.2 Reporting: Failure to submit timely and approvable reporting forms or the final documentation may result in any or all of the following: 1. The forgivable loan will revert to a zero interest loan. 2. The Department terminates the Contract and declares the entire unpaid loan balance and costs of collection immediately due and payable. 5.3 Prepayment of loan funds will not alleviate the Contractor of complying with conditions of this Contract, including reporting requirements without prior approval of the Department. 5.4 Milestones: Milestone activities must be met by the assigned date. If the assigned date needs to be amended, prior written Department approval must be received. Failure to accomplished milestones by contracted or amended dates may result in any or all of the following: 1. The forgivable loan will revert to a zero interest loan. 5.5 Budget: Execution of this Contract is certification that existing in-kind local match, as represented in the Project budget is true, correct, and accurate. Falsely represented in-kind local match may result in any or all of the following: 1. The forgivable loan will revert to a zero interest loan. 5.6 Project Failure. In the event that the Project fails or ceases operations as originally proposed during the Term of Contract and without prior Department approval the Department may: 1. The forgivable loan will revert to a zero interest loan. 2. The Department may repossess all nonexpendable tangible personal property used in the performance of this Contract. 5.7 Funding for this Project is subject to the continued financial support of the State of Iowa. If the State discontinues funding, this Contract may be terminated or amended by the Department. 5.8 Ninety (90) days after the end of the Time of Performance the Department shall de-obligate any un-used award monies from the Project. ARTICLE VI. INSURANCE 6.1 The Contractor is a member of the Iowa Community Assurance Pool. The Contractor shall submit to the Department a copy of the Contractor's Certificate of Insurance and a written statement to attest that the Contractor holds an adequate level of insurance to insure items purchased with program funds. This documentation shall be submitted before the time of purchase of grant and/or loan funded items unless approved by the DNR Project Officer. 6.2 The Department or its advisors shall have access for the purpose of examination of any insurance policy and associated records regarding insurance coverage of any item purchased or constructed using funds under this Contract. 07-G550-14 Page 9 of 18 6.3 The Contractor shall maintain an adequate level of insurance for the period set forth under Term of Contract. 6.4 The Contractor understands and agrees that the Department must approve any expenditures utilizing moneys received from the Contractor's insurer for the loss or damage of any item(s) purchased or constructed using grant and/or loan funds during the Term of Contract. Failure to receive prior approval from the Department may result in any or all of the following: 1. The forgivable loan will revert to a zero interest loan. 6.5 In the case where items are lost or damaged, and the Contractor has received payment from the Contractor's insurer for this loss or damage, and the Contractor elects that these moneys will not be used to purchase replacement items or repair damaged items, the Contractor shall pay the Department a percentage of these insurance moneys equal to the percentage of grant and/or loan funds used in the original purchase of the item(s) lost or damaged for which insurance proceeds have been received during the Term of Contract. ARTICLE VI1. TERM OF LOAN 7.1 The forgivable loan shall be forgiven if all contractual obligations referred to in this contract are met to the satisfaction of the Department. If contractual obligations are not met to the satisfaction of the Department, then the forgivable loan will revert to a zero interest loan, repayment will be required. Appendix A, Repayment Schedule will be added. 7.2 The Department agrees to make a loan to the Contractor to assist in the financing of the Project. In the amount of: Forgivable Loan: $26,500 7.3 The obligation to repay the loan shall be evidenced by the Contract and the Promissory Note executed by the Contractor. 7.4 The Loan may be prepaid in part or in full at any time without penalty. Prepayment of this Loan will not alleviate the Contractor from fulfilling other conditions set forth in this Contract or as amended by the Department and the Contractor. 7.5 The Contractor's submittal of a partial payment, or failure to pay any installment when due, or any other default by the Contractor under this Contract, may result in the withholding of any or all unspent loan funds and may be cause for the Department to terminate the Contract and declare the entire unpaid balance and costs of collection immediately due and payable. GENERAL CONDITIONS SECTION 1. CONTRACT NEGOTIATION The Contractor hereby agrees, upon commencement of Contract negotiations, or after signature of the Contract by both the Contractor and the Department, to attend a Contract consultation meeting at the Department's office, if so requested by the Department. If the Contractor fails to attend the Contract consultation meeting the 07-G550-14 Page 10 of 18 Department shall be free to terminate the Contract negotiations or the signed Contract, whichever applies, by the described method in Section 7 7 of the General Conditions. SECTION 2. ENTIRE AGREEMENT This Contract with all attachments and references constitutes the entire Agreement between the Department 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 representative statement, inducement or promise, whether oral or written, not contained herein. SECTION 3. AMENDMENT The Department or the Contractor may initiate an amendment to this Contract. Any amendment is effective only if in writing and agreed to by the Department and the Contractor. The amendment shall be effective as of the date it is agreed upon, unless otherwise specified in the amendment. SECTION 4. AVAILABILITY OF DATA All information and data obtained by the Contractor in connection with the Contract shall be made available to the Department. Such information and data shall become the property of the Department except that which is necessary for the patent or copyright purposes of the Contractor. SECTION 5. ASSUMPTION OF RISK AND LIABILITIES The Contractor shall assume all risks and liabilities in connection with the performance of the Contract and shall be responsible for all claims, demands, action or causes of action of whatever nature or character arising out of or by reason of the execution or performance of the work provided for herein, except to the extent caused by the State of Iowa. The Contractor shall indemnify and hold harmless the Department, its employees, agents or representatives, and the State of Iowa from all claims, demands, actions or causes of actions, arising out of or by reason of the execution or performance of the work provided for herein, and shall be responsible for all attorney fees, costs and expenses incurred by the Department, its employees, agents or representatives and the State of Iowa, except to the extent caused by the State of Iowa. SECTION 6. TRANSFER OF WORK The Contractor shall not transfer or assign any part or portion of the work on the Contract without the prior written consent of the Department. SECTION 7. REVIEW OF WORK The Department shall have the right to review and observe, at any time, completed work or work in progress on the Contract. SECTION 8. COMPLIANCE REQUIREMENTS The Contractor shall comply with all local, state, and federal statutes, ordinances, and rules or other requirements applicable to the establishment and operation of the Contractor's facility. SECTION 9. ACCOUNTS AND RECORDS 9.1 The Contractor agrees to maintain books, documents, and other records pertaining to all costs and expenses incurred and revenues acquired during this Contract to the extent and in such detail as will properly reflect all costs, direct and indirect, of labor, materials, equipment, supplies and services, and other costs and expenses of whatever nature for which reimbursement is claimed. 07-G550-14 Page 11 of 18 The Contractor shall be prepared to support charges for salaries and wages by time, attendance and payroll records. 9.2 The Department, State Auditor, or any of their duly appointed representatives, shall have access for the purpose of audit and examination to any books, documents, papers and records of the Contractor which are pertinent at all reasonable times during the period of retention provided for in Sections 9.3, 9.4, and 9.5 below and shall have the right to make copies of excerpts or make other transcriptions thereof, subject to the provisions of 199 Iowa Administrative Code Section 1.9 and Iowa Code Chapter 22. 9.3 All records in the possession of the Contractor pertaining to this Contract shall be retained by the Contractor for the period of five (5) years beyond the ending date set forth under Term of Contract. 9.4 Records relating to any litigation or claim arising out of the performance of this Contract, or costs or expenses of this Contract to which exception_ has been taken as a result of inspection or audit, shall be retained by the Contractor until such litigation, claim, or exception has been finally settled or until five years from the ending date of Term of Contracf has expired, whichever occurs later. 9.5 The Contractor, in maintaining Contract expenditure accounts and records and reports, shall make any necessary adjustments to reflect refunds, credits, underpayments or overpayments, as well as any adjustments resulting from any administrative reviews and audits by the United States or by the State of Iowa or by the Contractor. Such adjustments shall be set forth in the financial reports filed with the Department. SECTION 10. UNALLOWABLE COSTS The following costs are unallowable under this Contract: a) Legal expenses for the prosecution of claims against the Department, the State of Iowa, the Federal Government, or any subdivision thereof; b) The difference in costs between first class air accommodations and less than first class air accommodations, unless less than first class air accommodations are not available; c) Costs incurred prior to the effective date of the Contract; d) Costs of preparing proposals for potential contracts; e) Bad debts (any losses arising from uncollectible accounts and other claims and related costs); f) Contingencies (contributions to a contingency reserve or any similar provision for unforeseen events); g) Contributions or donations; h) Entertainment (costs of amusements, social activities, and incidental costs relating thereto, such as meals, beverages, lodgings, rentals, transportation, and gratuities); i) Fines and penalties (costs relating from violations of, or failure to comply with federal, state and local laws and regulations); j) Other financial costs (interest on borrowings -- however represented, bond discounts, costs of financing and refinancing operations, and legal and professional fees paid in connection therewith); k) Insurance premiums and other costs associated with insuring items purchased using loan funds; I) Office equipment such as furniture and computers, etc. SECTION 11. TERMINATION OF CONTRACT 07-G550-14 Page 12 of 18 11.1 Termination for cause -The Department may terminate this Contract in whole or in part, at any time before the expiration date, whenever the Department has determined that the Contractor has materially failed to comply with the conditions of the Contract. The Department shall promptly notify the Contractor in writing of the determination and reasons for the termination, together with the effective date. Payments made to the Contractor or recoveries by the Department under Contracts terminated for cause shall be in accord with the legal rights and liabilities of the parties. 11.2 Termination for convenience -The Department or Contractor may terminate the Contract in whole or in part when both parties agree that the continuation of the Contract would not produce beneficial results commensurate with the future expenditure of funds. The two parties shall agree upon the termination conditions, including the effective date and, in the case of partial termination, the portion to be terminated. The Contractor shall not incur new obligations for the terminated portion after the effective date and shall cancel as many outstanding obligations as possible. The Contractor shall prepare and deliver to the Department copies of a final report, within sixty (60) days, summarizing the work performed and the results obtained to date, together with such information and items which, if the Contract had been completed, would have been required to be furnished to the Department. SECTION 12. COPYRIGHTS AND USE OF DATA 12.1 The term "subject data" as used herein includes research data and reports, writings, sound recordings, pictorial reproductions, drawings or other graphical representations, and works of any similar nature which are specified to be delivered under this Contract. The term does not include financial reports, cost analyses, and similar information incidental to Contract administration. 12.2 The Contractor shall be considered the author of all original subject data. 12.3 The State may duplicate, use and disclose in any manner for any authorized State activity, and may allow others to do so, all reports and subject data deliverable under this Contract. 12.4 In the Event the Contractor secures a copyright, the Contractor agrees to and does hereby loan to the State, its officers, agents and employees acting within the scope of their official duties, aroyalty-free, non-exclusive, and irrevocable license to publish, translate, reproduce, deliver, .perform, dispose of, and to authorize others to do so for use by the State, its division, instrumentalities and local subdivisions, all subject data now or hereafter covered by copyright. If such subject data is not originated in the performance of this Contract, such license shall be only to the extent that the Contractor, its employees or any individual or concern employed or assigned by the Contractor to originate and prepare such data under this Contract, now has, or prior to completion of final settlement of this Contract may acquire, the right to grant such license without becoming liable to pay compensation to others solely because of such grant. 12.5 The Contractor shall exert all reasonable efforts to advise the Department at the time of delivery of the subject data furnished under this Contract of all invasions of the rights contained in this Section. 12.6 The Contractor shall report to the Department promptly and in reasonable written detail, each notice or claim of copyright infringement received by the Contractor with respect to all subject data delivered under this Contract. On receipt of this 07-G550-14 Page 13 of 18 information, the parties hereto agree to confer to determine future uses to be made of the subject data. SECTION 13. NOTICE AND ASSISTANCE REGARDING PATENT AND COPYRIGHT INFRINGEMENT 13.1 The Contractor agrees to report to the Department promptly and in reasonable written detail, each notice or claim of patent or copyright infringement based on the performance of this Contract of which the Contractor has knowledge. 13.2 In the event of any claim or suit against the Department, the State of Iowa, their employees, agents, or representatives, or the United States, on account of an alleged patent or copyright infringement arising out of the work or services performed hereunder, the Contractor agrees to furnish the Department, upon request, all evidence and information in the possession of the Contractor pertaining to such suit or claim. Such evidence and information shall be furnished at the expense of the Department except where the Contractor has agreed to indemnify the Department. - SECTION 14. EQUIPMENT 14.1 Definition -For loans and cooperative agreements to other than state and local governments, the term "equipment" means nonexpendable tangible personal property to be used in the performance of the Contract, having an acquisition cost of five-hundred ($500) dollars or more, and a useful life expectancy of greater than two (2) years. The Contractor may use its own definition of equipment provided that such definition would at least include all articles of equipment as defined in this paragraph. 14.2 Definition - For loans and cooperative agreements to state and local governments, the term "equipment" means nonexpendable tangible personal property to be used in the performance of the Contract, having an acquisition cost of five-thousand ($5000) dollars or more, and a useful life expectancy of greater than one (1) year. The Contractor may use its own definition of equipment provided that such definition would at least include all articles of equipment as defined in this paragraph. 14.3 The Contractor shall provide the Department with the original invoice(s) of property purchased. Such purchased property must correspond with approved Contract items. 14.4 The Contractor shall keep an inventory of the property in its jurisdiction. Inventories must include the following property characteristics: a) the serial number if applicable; b) the Contract Number (if acquisition occurred as part of the Contract); c) its description; d) the date of acquisition; e) invoice number, if purchased; f) the original purchase price; and g) the physical location of the property. 14.5 The Contractor shall maintain adequate levels of insurance and a control system to insure adequate safeguards to prevent loss, damage or theft to the property. Any loss, damage, or theft of property shall be investigated, fully documented and reported to the department within sixty (60) calendar days of the occurrence. 14.6 The Contractor shall implement maintenance procedures to keep all property in good condition. Maintenance costs in excess of one-half (1/2) the estimated current fair market value of property or equipment shall require prior Department approval. 07-G550-14 Page 14 of 18 SECTION 15. ASSIGNMENT OF INTEREST Neither the Contract nor any interest therein nor claim thereunder shall be assigned or transferred by the Contractor to any other party or parties. Attempted assignment may be considered, at the option of the Department, to be a substantial breach and cause for termination within the meaning of Section 11.1 of the General Conditions. SECTION 16. PERSONNEL 16.1 Selection -The Contractor represents that it has, or will secure, all personnel required in performing the work and services under this Contract. Such personnel shall not be employees of or have any contractual relationship with the Department. 16.2 Qualification -All of the work and services required hereunder will be performed by the Contractor or under its supervision and all personnel engaged in the work shall be fully qualified and shall be authorized under state and local law to perform such services. - 16.3 Change of Key Personnel -Any individual specified by name under the article Key Personnel within the Special Conditions herein is considered essential to the work and services to be performed. If for any reason substitution for a specified individual becomes necessary, the Contractor shall provide immediate written notification of such to the Department. The Contractor shall provide the name and resume of qualifications for the replacement individual. Any replacement shall be subject to the approval of the Department. SECTION 17. EFFECT OF INVALIDITY If any of the provisions herein shall be in conflict with the laws of the State of Iowa, or shall be declared to be invalid by any court of record in this state, such invalidity shall be construed to affect only such portions as are declared invalid or in conflict with the law and such remaining portions of the Contract shall remain in effect and shall be construed as if such invalid or conflicting portions were not contained herein. SECTION 18. LITIGATION 18.1 The Contractor agrees to pay the cost of any litigation arising from failure of the Contractor to comply with the conditions or terms of this Contract or resulting from the negligence or incompetence of the Contractor. In carrying out the provisions of the Contract or in exercising any power or authority otherwise, it is understood that in such matters the Department acts for the State. 18.2 The venue for any cause of action based upon this Contract by either party to this Contract shall be in Polk County, Iowa, and the law of the State of Iowa shall apply. SECTION 19. ASSURANCE 19.1 The Contractor shall not discriminate against any employee or applicant for employment because of race, creed, color, religion, national origin, sex, age, political belief, or handicap, in its employment practices. Such employment practices may include, but are not limited to, recruitment, recruitment advertising, hiring, layoff or termination, promotion, demotion, transfer, rates of pay, training and participation in upward mobility programs, or other forms of compensation and use of facilities. 19.2 The Contractor will send to each labor union or representative or workers with which it has a collective bargaining agreement or other contract or understanding 07-G550-14 Page 15 of 18 a notice advising the labor union or representative of the Contractor's commitments under this nondiscrimination clause and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 19.3 The Contractor will comply with all relevant provisions of the Iowa Civil Rights Act and Iowa Code 196.7, Iowa Executive Order #15 of 1973, and Title VI of the Civil Rights Act of 1964 (PL 88-352). The Contractor shall furnish all information and reports requested by the department and will permit access to its payroll and employment records by the Department or the Department's grantor agency for purposes of investigation to ascertain compliance with this nondiscrimination clause consistent with Iowa Code Chapter 22. The Contractor may be required to make available upon request its Affirmative Action Program containing goals and time deadline. Any breach of the above provisions shall be regarded as a material breach of Contract and justification for termination for cause. 19.4 In the event of the Contractor's noncompliance with the nondiscrimination clauses of this Contract, this Contract may be canceled, terminated or suspended in whole or in part and the Contractor may be declared ineligible for further action, and such sanctions may be imposed and remedies invoked, as provided by the Iowa Civil Rights Act, Chapter 216, Code of Iowa, as heretofore and hereinafter amended, or as otherwise provided by law. SECTION 20. CONTINGENT FEES The Contractor warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the Contractor, to solicit or secure this Contract, and that it has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the Contractor, any fee, gift, or any other consideration, contingent upon or resulting from the award or making of this Contract. For breach or violation of this warranty, the Department shall have the right to annul this Contract without liability or, in its discretion, to deduct from the Contract price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. SECTION 21. OFFICERS NOT TO BENEFIT No officer or employee of the State shall participate in any decision relating to this Contract which affects his or her personal interest or the interest of any corporation, partnership, or association in which he or she is directly or indirectly interested; or have any interest, direct or indirect, in this Contract or the proceeds thereof. 07-G550-14 Page 16 of 18 CONTRACT SIGNATURE PAGE IN WITNESS WHEREOF, the parties hereto have executed this Contract. CITY OF DUBUQUE IOWA DEPARTMENT OF NATURAL RESOURCES By: ~ By: Name: Michael C. Van Milligen Title: City Manager Date: Name: Liz Christiansen Title: Deputy Director Date: ENVIRONMENTAL SERVICES DIVISION By: Name: Wayne Gieselman Title: Administrator Date: Promissory Note Contract No. 07-G550-14 PROMISSORY NOTE Loan Amount: Contractor: $26,500 City of Dubuque 925 Kerper Court Dubuque, IA 52001 Date: Signature: Title: For the loan received under Contract Number 07-G550-14, the above signed hereby promises to pay the Iowa Department of Natural Resources for reimbursement of the Solid Waste Alternatives Program a sum of: Forgivable Loan: $26,500 The forgivable loan may be forgiven if all contractual obligations referred to in this contract are met. If the requirements are not met then the forgivable loan will revert to a zero interest loan, repayment will be required. Appendix A, Repayment Schedule will be added. When submitting. a payment to the Department, a copy of the Repayment Schedule must be correctly completed and shall accompany each payment made to the Department. General Information 1. Payments. All payments under this Promissory Note shall: a) Be made Pay To The Order of the Department of Natural Resources and include the contract number on the check; b) Be submitted to the Iowa Department of Natural Resources, Wallace State Office Building, 502 E. 9th Street, Des Moines, Iowa 50319; c) Be submitted to the attention of Pam Brown; and d) Be accompanied by a correctly completed Repayment Schedule. Promissory Note Contract No. 07-G550-14 2. Acceleration Upon Default. This Promissory Note is issued to evidence an obligation to repay a $26,500 loan according to the terms of the Contract between the Department of Natural Resources, Energy & Waste Management Bureau and the Contractor. The forgivable loan portion of this award shall be forgiven if all contractual obligations referred to in this contract are met. At the election of the Department and with written notification, this Promissory Note shall become immediately due and payable in the event any payment is not made when due or upon the occurrence of any event of default under the terms of the Contract. 3. Reduced Amount. In the event the Contractor fails to claim and spend the full face amount of the Note as set out above, then the amount of each installment payment shall be reduced accordingly in equal amounts. 4. Security. Payment of this Note is secured by a Uniform Commercial Code Financing Statement filed with the Office of the Secretary of State on all tangible property purchased with these funds under this contract. The Department is holder of the first security interest on all vehicle titles purchased which utilized funds awarded under the Solid Waste Alternatives. Program under this contract. Title certificates for vehicles shall be filed with the Iowa Department of Transportation and the lien noted on the title certificate. The Department is entitled to the benefits of the security interest therein described. 5. Waiver. No delay or omission on the part of the Department in exercising any right under this Note shall operate as a waiver of that right under this Promissory Note. A waiver on any one occasion shall not be construed as a waiver of any right and/or remedy on any future occasion. 6. Waiver of Protest. Each surety, endorser and guarantor of this Note, expressly waives presentment, protest, demand, notice of dishonor or default, and notice of any kind with respect to this Note. 7. Costs of Collection. The Contractor will pay on demand all costs of collection, maintenance of collateral, legal expenses, and attorney's fees incurred or paid by the Department in collecting and/or enforcing this Promissory Note on default. 8. Miscellaneous. The above General Information headings in this Promissory Note are for the convenience of reference only, shall not define or limit the provisions hereof and shall not have any legal or other significance whatsoever.