IDNR_E.B. Lyons Maintenance Shop Service ContractTHE CITY OF
Dui
Masterpiece on the Mississippi
TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: City-IDNR Service Contract for E.B. Lyons Maintenance Shop
DATE: April 17, 2014
Dubuque
band
AI -America City
r
2007 • 2012 • 2013
Planning Services Manager Laura Carstens recommends City Council approval of a
contract between the City of Dubuque and the Iowa Department of Natural Resources
for $23,600 in design services. The Service Contract will compensate the City for civil
engineering and construction management for a new Iowa Department of Natural
Resources maintenance shop that will be built to service the E.B. Lyons Interpretive
Center and the Mines of Spain State Recreation Area.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
bt/1144 .,
Mic ael C. Van Milligen
MCVM:jh
Attachment
cc: Barry Lindahl, City Attorney
Cindy Steinhauser, Assistant City Manager
Teri Goodmann, Assistant City Manager
Laura Carstens, Planning Services Manager
THE CITY OF
Dui
Masterpiece on the Mississippi
MEMORANDUM
TO: Michael C. Van Mil!igen, City Manager
Dubuque
kraal
AM-AmericaCtty
11111 /1
2007 • 2012 •2013
f\� �
FROM: Laura Carstens, Planning Services Manager
SUBJECT: City-IDNR Service Contract for E.B. Lyons Maintenance Shop
DATE: April 17, 2014
INTRODUCTION
This memorandum transmits a draft contract between the City of Dubuque and the Iowa
Department of Natural Resources (IDNR) for $23,600 in design services. The service
contract will compensate the City for civil engineering and construction management for
a new IDNR maintenance shop that will be built to service the E. B. Lyons Interpretive
Center and the Mines of Spain State Recreation Area. A resolution and the master plan
are enclosed as well.
BACKGROUND
The City owns the E. B. Lyons Interpretive Center and the surrounding Interpretive Area
adjacent to the Mines of Spain State Park. The IDNR manages and operates the
Interpretive Center and surrounding area in conjunction with its management of the
Mines of Spain State Recreation Area under a separate 28E agreement.
A 52 -acre addition to the Interpretive Area recently was acquired by the City in
partnership with the IDNR, the Iowa Natural Heritage Foundation, and the Friends of the
Mines of Spain for planned development as the E. B. Lyons Interpretive Area Addition.
The IDNR developed the enclosed master plan for the project area in 2012.
DISCUSSION
The E. B. Lyons Interpretive Area Addition will include numerous outdoor educational
and recreation amenities and facilities in accordance with the master plan. The above
public-private partnership has secured all necessary private and public funding, and
received federal and state approvals to move forward with the master plan.
After soliciting requests for proposals, the City retained IIW Engineers to develop
construction plans and specifications for these master plan components: accessible
paved bike/hike trail, picnic shelter, restrooms, youth group camp area, overlook /
outdoor classroom, and additional parking. These components are funded by state and
federal grants, and private funds from individual donors and the E.B. Lyons Trust Fund.
City-IDNR Service Contract for E.B. Lyons Maintenance Shop
The new shop and the City's project components have overlapping construction
footprints. The old shop will be demolished and the new one relocated in order to
construct the parking lot expansion for the Interpretive Area. Consequently, it is
advantageous to have one firm coordinate all work (grading, construction, utility
installation, and paving) for the entire project. IIW Engineers will provide the required
design services to coordinate the IDNR's new shop with the City's project for an
additional $23,600.
BUDGET IMPACT
Construction of most facilities in the master plan will be financed from funding that the
City has secured from federal, state, and private sources, which provide funding on a
reimbursement basis.
The IDNR funded the recently installed America's State Tree Woodland Walk at the E.
B. Lyons Interpretive Area Addition. IDNR has budgeted for a new E.B. Lyons
maintenance shop through the Rebuild Iowa Infrastructure Fund.
The City-IDNR service contact ensures that the City will receive financial compensation
for a $23,600 contract with IIW Engineers to perform civil engineering and construction
management work for the new IDNR shop. IDNR estimates reimbursement will be made
within 30 days of receipt of an invoice.
The E.B. Lyons Trust Fund will reimburse expenses for the City Engineering staffs time
on the project, as well as grant and project administration expenses for other City staff.
RECOMMENDATION
The City-IDNR service contact has been reviewed by the Legal, Engineering, Planning
Services, and Leisure Services Departments. Staff has found some minor edits are
needed with the draft agreement. Staff recommends City Council approval of the City-
IDNR Service Contract subject to final approval of all corrections by the City Attorney.
REQUESTED ACTION
The requested action is for the City Council to adopt the enclosed resolution approving
the City-IDNR Service Contract for the E.B. Lyons Maintenance Shop, and authorizing
the Mayor to sign the contract on behalf of the City, subject to final approval of all
corrections by the City Attorney.
Enclosures
cc: Barry Lindahl, City Attorney
Gus Psihoyos, City Engineer
Jon Dienst, Civil Engineer
Marie Ware, Leisure Services Manager
Wayne Buchholtz, Park Ranger, Mines of Spain State Recreation Area
F:\USERS\LCARSTEN\WPWines of Spain \2014 City IDNR Service Contract\Memo City IDNR Service Contract doc
2
Prepared by: Laura Carstens, City Planner Address: City Hall, 50 W. 13th St, Dubuque, IA 52001 Telephone: 589-4210
Return to: Kevin Firnstahl, City Clerk Address: City Hall, 50 W. 13th St, Dubuque, IA 52001 Telephone: 589-4121
RESOLUTION NO. 119-14
RESOLUTION AUTHORIZING SERVICE CONTRACT WITH IOWA DEPARTMENT OF NATURAL
RESOURCES FOR COMPENSATION OF DESIGN SERVICES FOR E.B. LYONS MAINTENANCE
SHOP
Whereas, the Iowa Department of Natural Resources has allocated $23,600 from the Rebuild
Iowa Infrastructure Fund for design services, including civil engineering and construction
management, for a new E.B. Lyons maintenance shop at Mines of Spain State Recreation Area; and
Whereas, the City of Dubuque has retained IIW Engineers to coordinate the engineering and
construction management for development of planned improvements in the 2012 master plan for the
E.B. Lyons Interpretive Area Addition; and
Whereas, it is advantageous to have all development work for the master plan coordinated by
one engineering firm under the City's review; and
Whereas, the Iowa Department of Natural Resources has agreed to' compensate the City of
Dubuque for design services by IIW Engineers for the maintenance shop in the amount of $23,600.
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE,
IOWA:
Section 1. The Mayor hereby is authorized to sign the service contract with the Iowa Department
of Natural Resources for financial reimbursement to the City of Dubuque for design services for the
E.B. Lyons Maintenance Shop, subject to final approval of all corrections by the City Attorney.
Passed, approved and adopted this 21st day of April, 2014.
Attest:
4,"
Sy:fr.„wkAtri
Ke n S. Firnstahl, City Irk
Roy D. ' ol, Mayor
F:\USERS\LCARSTEN\WP\Mines of Spain\2014 City IDNR Service Contract\Resolution 2014 City IDNR service Contract.doc
DNR Updated 4/2014
IOWA DEPARTMENT OF NATURAL RESOURCES
CONTRACT NUMBER 14S_CRDPBRRich-0012
Between
IOWA DEPARTMENT OF NATURAL RESOURCES
And
CITY OF DUBUQUE
IN WITNESS THEREOF, the parties hereto have entered into this Contract on the day and year last specified
below.
DEPA T OF RAL RESOURCES
GGCL t
By: Date: 41 .� 0 A
Mike McGhee, Interim Conservation and
Recreation Division Administrator
CITY OF DUBUQUE 1,7 1
By: // L Date: l/�,�/���
Roy D. Buol; Mayor
For DNR use only:
1. Retain the original contract in the project file and send a hardcopy with the first invoice.
2. a) Fax contract to 515-281-8895 (check one box below before faxing)
OR
b) Email scanned copy to your Division's Contract Rep:
DIVISION - DIVISION CONTRACT REP
o Conservation & Recreation Kim.Rasler@dnr.iowa.gov
o Director's Office Karen.Fynaardt@dnr.iowa.gov
❑ Environmental.Services Jerah.sheets@dnr.iowa.gov
o Management Services Jennifer.stiohn@dnr.iowa.gov
If you do not have faxing or scanning/emailing capabilities, you may mail a copy of the contract to IA DNR,
Wallace State Office Building, Attention: (your respective bureau's contract rep), 502 East 9th Street, Des
Moines, IA50319.
14S_CRDPBRRich-0012 Page 1
DNR Updated 4/2014
INTERGOVERNMENTAL SERVICES - SPECIAL CONDITIONS
This Contract is entered into between the Iowa Department of Natural Resources (DNR) and the 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.The City is a municipal corporation organized under
the laws of Iowa. The City's address is: 50 West 13th Street, Dubuque, IA 52001.
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:
DNR Project Manager:
City Project Manager:
Ryan Richey, NCARB
Facilities Engineer II
502 E 9th Street — 4th Floor
Des Moines, IA 50319
Phone: 515-979-0107
Email: ryan.richey@dnr.iowa.gov
Jon Dienst, City Project Manager
Civil Engineer
50 West 13th St
Dubuque, IA 52001
Phone: 563-589-4270
Fax: 563-589-4205
Email: Jdienst@cityofdubuque.org
Section 2 STATEMENT OF PURPOSE
2.1 Background. The City currently owns an area known and operated as the EB Lyons
Interpretative Area (Area). DNR manages and operates the Area under a separate agreement with the
City and in conjunction with its management of Mines of Spain State Park, which is adjacent to the area.
The Area, which includes an interpretive center and numerous outdoor educational and recreation
amenities and facilities, is currently undergoing an expansion (Project), which is more fully described in
the Master Plan in Exhibit A. (Exhibit A is attached hereto and incorporated by this reference.) The City
has acquired the services of design professionals to develop construction plans and specifications for the
Project. The City has consulted with DNR in development of the Project with respect to the types of
amenities and expansions that will enhance the opportunities for outdoor education and recreation in
the Area. The City has raised funds and received approval to develop the Project. DNR is committed to
supporting the City in its expansion and enhancement efforts there related to the Project.
2.2 Purpose. The purpose of this Contract is to provide the City with financial assistance in
completing the Project in the form of reimbursement for certain design and construction management
work related to the Project. The City shall remain responsible to develop the Project and secure other
funds necessary to complete it.
14S_CRDPBRRich-0012 Page 2
DNR Updated 4/2014
Section 3 DURATION OF CONTRACT
3.1 Term of Contract. The term of this Contract shall be April 16 2014 through June 30, 2015, or
completion of construction for the construction elements described in Section 5, as defined by the City's
issuance of a Notice of Final Completion, whichever is easlier, unless terminated earlier in accordance
with the Termination section of this Contract. However, this Contract shall not begin until it has been
signed by both parties.
3.2 Approval of Contract. The amount of compensation to be paid by DNR according to the terms of
this Contract is less than $25,000.00 therefore, approval by the Iowa Natural Resource Commission is
not required. However, to the extent that this Contract is amended consistent with the terms and
conditions herein for such an amendment, the Contract, including all amendments, shall not exceed
$25,000.00 without first seeking approval from the Natural Resource Commission, so long as
administrative rule requires such.
Section 4 RESERVED
Section 5 STATEMENT OF WORK
5.1 City's Obligations.
5.1.1 The City shall design, or caused to be designed; construct, or caused to be constructed
consistent with the requirements of Iowa Code chapter 26 and related applicable regulations; and
complete, or cause to be completed, the Project, as described in Exhibit A and as approved by DNR,
subject to the following exceptions:
a. DNR shall be responsible to design, approve or disapprove submittals, and/or recommend
or not recommend for the City's consideration change orders for the following portions of
the Project: the shop building rough grading and utilities, pavilion and pit latrine.
b. DNR shall be responsible for the construction of the shop building portion of the Project.
c. DNR shall be responsible for the demolition of the existing shop building upon completion
of the new shop building portion of the Project.
5.1.2 The City's work under this provision shall include all rough grading site work, underground
utility service, and any other required design and construction necessary to prepare the site for the
entire Project, including Iowa DNR's shop building.
5.1.3 The City shall be solely responsible to ensure that the ultimate construction of the Project,
except those portions excepted out in Section 5.1.1 above, substantially complies with the design
documents developed hereunder; meets or exceeds industry standards; is compliant with applicable
building and fire code; and is compliant with any accessibility requirements and/or guidelines.
5.1.4 City shall phase construction of the site work, parking area and demolition of the existing
shop so that DNR is able to begin construction of the shop building portion of the Project by July 1,
2014 and reach substantial completion by May 31, 2015. The City's phasing of all Project
construction activities shall account for DNR's intention to have DNR move into the new shop
building prior to DNR demolishing the existing shop building.
14S_CRDPBRRich-0012 Page 3
DNR Updated 4/2014
5.1.5. All work described in this Section 5.1 shall be completed by -June 30, 2015.
5.2 DNR's Obligations.
5.2.1 Provided the City complies with the requirements of Iowa Code chapter 26 and related
applicable regulations, DNR shall reimburse the City as described as Item 1 in Section 7.3 of these
Special Conditions. The City shall submit a copy of the pay application they have approved and an
invoice identifying the portion or portions of such pay application directly for costs described in item
1 of Section 7.3.
5.2.2 DNR shall be responsible for the execution of the site design pertaining to the shop building
only.
5.2.3 DNR shall be responsible to demolish the existing shop building consistent with plans and
specifications prepared and approved consistent with Section 5.1.1 of these Special Conditions.
5.3 DNR's approvals of design documents, submittals and change orders for the all portions of the
Project except the shop building, pavilion and pit latrine portion of the Project described above are
limited only to approval that the amenities or expansions are appropriate for use by DNR and shall in no
way constitute review of structural, mechanical or electrical soundness or legal compliance.
Section 6 MONITORING AND REVIEW
6.1 Task Milestone Dates. The City shall complete its obligations under this Contract by the date laid out
in Section 5. The City shall complete its obligations in substantial conformance to the Project Schedule
described in Section 5 above and included in Exhibit A.
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 monthly to discuss progress made by the City during the performance of this
Contract. The meetings shall occur, either in person or by telephone conference call, at times to be
determined by the parties. 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, and
o Any problems or concerns encountered since the last meeting.
14S_CRDPBRRich-0012 Page 4
DNR Updated 4/2014
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, without cost, 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 Rebuild Iowa Infrastructure Fund
(Iowa Code section 8.57(6)(c) Fiscal years 2014 and 2015.
7.2 Not -to -exceed total amount of Contract. Payment for the work performed by the City according
to the terms of this Contract shall not exceed $23,600.00. 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. Payment shall be based on paying a portion or portions of the construction management,
inspection, survey, coordination, administration, accounting and design for the Project substantially
consistent with Exhibit B, which is incorporated. by this reference and attached hereto. The City shall
reimburse the Iowa DNR for any overlap of construction costs which were originally stated as the City's
responsibility but completed by the Iowa DNR..
7.3 Budget. The budget for this Contract shall be as follows:
Description
Amount of compensation allotted to Task
Item 1. Portion or portions of development of bid
documents, bidding and contract award,
construction management, inspection, survey,
coordination, administration, accounting and
design for the Project as described in Section 5.1
of these Special Conditions.
Not to exceed $ 23,600.00
•
Total
Not to exceed $23,600.00
7.4 Submission of Invoices. The City shall submit not more than monthly an invoice to the DNR, for
work performed by the Cityand its agents pursuant to this Contract. upon Project Completion. The
invoice shall itemize the work performed pursuant to the Contract. The 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
Attention: Ryan Richey, DNR Project Manager
Department of Natural Resources
Wallace State Office BLdg.
14S CRDPBRRich-0012 Page 5
DNR Updated 4/2014
502 E. 9th St
Des Moines, la 50319
7.5 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:
City of Dubuque
Jon Dienst, City Project Manager
50 West 13th St
Dubuque, IA 52001
7.6 No advance payment. No advance payments shall be made for any Deliverables provided by City
pursuant to this Contract.
7.7 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.
7.8 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.
14S_CRDPBRRich-0012 Page 6
Revised 11/13
GENERAL CONDITIONS
Section 1 COMPLIANCE WITH THE LAW
The parties 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 parties and their 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.
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 City 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 City 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 City, and its agents and
employees have caused, or reasonably could cause, any person's life, health or safety to be
jeopardized;
14S_CRDPBRRich-0012 Page 7
Revised 11/13
2.2.3 The City 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 City in default of its obligations under this Contract.
2.3.1 The City 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 City;
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 City fails to make substantial and timely progress toward performance of the
Contract;
2.3.4 The City 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 City 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 City has infringed any patent, trademark, copyright, trade dress or any other
intellectual property right or proprietary right, or the City has misappropriated a trade secret, or
2.3.7 City 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 City, DNR shall provide written
notice to the City requesting that the breach or noncompliancebe remedied within the period of time
specified in DNR's written notice to the City. 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 thirty (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 City. Following termination upon notice, the City 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 City 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 City 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 City'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 City's employees;
14S_CRDPBRRich-0012 Page 8
Revised 11/13
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 City, including, but not limited to, startup costs, overhead or
other costs not directly associated with the performance of the Contract;
2.6.4 Any taxes that may be owed by the City 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 City's Termination Duties. The City 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 City.
2.7.3 Comply with DNR's instructions for the timely transfer of any active files and work
product produced by the City 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 City.
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 City under this Contract shall,
at the option of DNR, become DNR's property and the City 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 City shall be that of an independent contractor. Neither the City nor its employees shall
be considered employees of DNR. DNR will not withhold taxes on behalf of the City. City 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 City covenants that the City 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 City further covenants that in the performance of this Contract no
person having any such interest shall be employed.
14S_CRDPBRRich-0012 Page 9
Revised 11/13
4.2 During the term of this Contract, City shall not provide services that would create a conflict of
interest with the City'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 City's
obligations under this Contract.
4.2.2 The activity involves the receipt of, promise of, or acceptance of money or other
consideration by City from anyone other than the state or DNR for the performance of any acts
that City is required or expected to perform as a part of City's performance under this Contract.
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 City shall immediately cease the activity. During
the term of this Contract, City shall not enter into any activity described in paragraph 4.2.3 or which
constitutes any otherunacceptable conflict of interest. City shall immediately disclose to DNR the
existence of any conflict of interest, including conflicts of interest which are described in paragraph 4.2.3
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.
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 City with respect to the subject
matter hereof, and the City 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
14S_CRDPBRRich-0012 Page 10
Revised 11/13
prior contracts and agreements between DNR and the City 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 City shall be considered an assignment.
Section 10 REPRESENTATIONS AND WARRANTIES
The City represents and warrants, either through itself or through its contracts with its contractors and
consultants, the following:
• 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.
• That all obligations owed to third parties with respect to the activities contemplated to be
undertaken by the City pursuant to this Contract are or will be fully satisfied by the City so that
DNR will not have any obligations with respect thereto.
■ That the work product produced under this Contract will appear and operate in conformance
with the terms and conditions of this Contract.
■ 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.
• 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.
Section 11 CONFIDENTIALITY
The parties agree to comply with applicable Iowa law regarding confidentiality.
Section 12 PROPERTY.
The DNR does not intend to provide the City with the use of any DNR -owned property during the
course of this Contract. In the event the City seeks to use DNR -owned property in association with this
Contract, the City shall be required to seek an agreement, as evidenced in writing and signed by the
appropriate officials, with DNR regarding the use of that property.
Section 13 RESERVED.
Section 14 WAIVER
Except as specifically provided for in a waiver signed by duly authorized representatives of DNR and the
City, 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, Special Conditions, of this Contract.
14S_CRDPBRRich-0012 Page 11
Revised 11/13
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 City 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 City 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 City
relating to orders, invoices or payments or any other documentation or materials pertaining to this
Contract, wherever such records may be located. The City shall not impose a charge for audit or
examination of the City'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 City 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 RESERVED.
Section 22 SUPERSEDES FORMER CONTRACTS OR AGREEMENTS
14S_CRDPBRRich-0012 Page 12
Revised 11/13
Unless this Contract is an amendment to a Contract entered into between DNR and City and is
designated as such, then this Contract supersedes all prior contracts or agreements between DNR and
the City for the services provided in connection with this Contract.
Section 23 USE OF THIRD PARTIES AND SUBCONTRACTORS
City may not contract with third parties for the performance of any of City'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 City may enter into subcontracts to complete the work required by this Contract provided
that the City remains responsible for all services performed under this Contract. No subcontract or
delegation of work shall relieve or discharge the City from any obligation, provision, or liability under
this Contract. The City 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 City 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 City 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 City's breach of any subcontract in which it enters, including
City's failure to pay any and all amounts due by City to any subcontractor.
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 City herein.
23.6 Any action of a subcontractor, which, if done by City, would constitute a breach of this Contract,
shall be deemed a breach by City and have the same legal effect.
23.7 If delay results from a subcontractor's conduct, from the City's negligence or fault, or from
circumstances which by the exercise of reasonable diligence the City should have been able to anticipate
or prevent, then the City 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 City shall comply
with Iowa Code chapter 8F with respect to any subcontract City 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
14S_CRDPBRRich-0012 Page 13
Revised 11/13
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 City or any agent or subcontractor utilized or employed by the City.
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 City'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 City's
employees' wages. The State is exempt from state and local sales and use taxes on the goods and
services delivered under this Contract. By executing this Contract, the City certifies that it is either (a)
registered with the Iowa Department of Revenue, collects and remits sales and use taxes as required
by Iowa Code chapter 432; or (b) not a "retailer" or a "retailer maintaining a place of business in this
state" as those terms are defined in Iowa Code sections 423.1(42) and (43). The City also
acknowledges that the DNR may declare the Contract void if the above certification is false. The City
also understands that fraudulent certification may result in the Agency or its representatives filing action
for damages for breach of contract.
Section 29 RESERVED.
Section 30 EQUAL EMPLOYMENT PROVISIONS
The City has read and understands the provisions in Exhibit C, Equal Employment Opportunity, attached
hereto and made part of this Contract by this reference, and the City agrees to conform to the
requirements contained therein.
Section 31 RESERVED.
14S_CRDPBRRich-0012 Page 14
Revised 11/13
EXHIBIT A
E.R Ly_•n: Int,ratira
Area Addition
Wildlife Buffer
Mown Path
Overlook'
Outdoor Classroom
ADA Accessi hie Tra i l
To Existing
Meskwaki Trail
Mines of Spain
Mown Path
Sam/ Sib Possible Rehabilitation Shelter /Refroom
Existing Trails
Youth Group Camp Areawow
Information/Orientation Kiosk ■
Existing E.B. Lyons
Intrepretive Center
Existing Historic
Wine Cellar
PrdrieTrailhead
Existing Histork
Pine Chapel
Existing Historic
Root Cellar
Parking Expansion
Entrance &Visibility Improvements
troom Repla am rt 1
PROJECT MASTER PLAN
EB Lyons
Interpretive Area
Addition -
Proposed
Improvements
,nue, :01:
E B. Lyons Interpretive
Area Addition
.�. _ EB. Lyons Interpretive
Area Boundary
0' 150' 300' 600'
PI in:
Spain
B
Mredrrpin. ar Sir tbf i'pi
�nR
Natural I trritaga
Fourulat ion
Produced By:
RDg .-
Exhibit A
Revised 11/13
Exhibit B Project Schedule
Task (Resp. Party)
Jan-
14
Feb-
14
Mar-
14
Apr -14
May-
14
Jun-
14
Jul-
14
Aug-
14
Sep-
14
Oct-
14
Nov -
14
Design (DNR)
Design (IIW)
Permitting (Dub.) ,
NRC Approval
(DNR)
City Approval
(Dub.)
28E (DNR & Dub.)
Bidding (Dub.)
Contracting (Dub.)
Utilities
Grading
Paving
Building
Demo Existing
Seeding
Final
Design (IIW)
Permitting (Dub.)
NRC Approval
(DNR)
City Approval
(Dub.)
Bidding (Dub.)
Contracting (Dub.)
Utilities
Grading
Paving
Building
Demo Existing
Seeding
Final
Task (Resp. Party)
Dec-
14
Jan-
15
Feb-
15
Mar -15
Apr -
15
Design (DNR)
28E (DNR & Dub.)
Design (IIW)
Permitting (Dub.) ,
NRC Approval
(DNR)
City Approval
(Dub.)
Bidding (Dub.)
Contracting (Dub.)
Utilities
Grading
Paving
Building
Demo Existing
Seeding
Final
Exhibit A
Revised 11/13
Exhibit C
DNR Reimbursement Budget
Item 1.
The body of the table contains the anticipated hours for each staff type. Construction documents will be 90% complete by April 20, 2014. !00%
completion of documents will be submitted to DNR by April 25, 2014.
Item 2. Construction
The DNR will be responsible for the design of the maintenance shop, pavilion, and pit toilet. The City will be responsible for the bidding, contract award,
construction management, inspection, survey, coordination, administrative activities of these items of all items except the Maintenance shop. The DNR will
Exhibit B
Staff
PE IV
PE III
DE 1
Tech
Spec
Tech IV
Tech III
Admin
E.B. Lyons Interpretative
Center
2013 Rate
$145
$130
$87
$92
$90
$78
$63
Calculated
amt
Rounded
Amount
Project Management and
Accounting
12
15
$3,045.00
$3,000
Task 3 — Perform
Construction Management
2
22
40
$4,724.00
$4,700
Task 5 — Perform
Construction Inspection
4
60
$5,048.00
$5,000
Task 6 — Perform
Construction Survey
1
4
4
$764.00
$750
Project Coordination
5
5
$1,040.00
$1,000
Site Design to accommodate
E.B. Lyons Maintenance
facility
15
41
3
1
8
4
5
$9,205.00
$9,150
Total
$23,600
The body of the table contains the anticipated hours for each staff type. Construction documents will be 90% complete by April 20, 2014. !00%
completion of documents will be submitted to DNR by April 25, 2014.
Item 2. Construction
The DNR will be responsible for the design of the maintenance shop, pavilion, and pit toilet. The City will be responsible for the bidding, contract award,
construction management, inspection, survey, coordination, administrative activities of these items of all items except the Maintenance shop. The DNR will
Exhibit B
Revised 11/13
will be responsible for the bidding of the Maintenance shop scheduled for June 5, 2014.
Exhibit B
Revised 11/13
Exhibit D
Equal Employment Opportunity.
The City agrees to the following:
1. The City shall not discriminate against any employee or applicant for employment
because of race, creed, color, religion, sex, national origin, age, gender identity, gender
orientation, pregnancy, family status, marital status or mental or physical disability. The City
shall take affirmative action to ensure that applicants are employed and that employees are
treated, during employment, without regard to their race, creed, color, religion, sex, national
origin, age, gender identity, gender orientation, pregnancy, family status, marital status or
mental or physical disability except where mental or physical disability relates to a bona fide
occupational qualification reasonably necessary to the normal operation of the City's business.
Such action shall include but not be limited to, the following: employment, upgrading,
demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay
or other forms of compensation and selection for training, including apprenticeship. The City
agrees to post notices, setting forth provisions of this nondiscrimination clause, in conspicuous
places available to employees and applicants for employment.
2. The City shall in all solicitations or advertisements for employees, placed by or on behalf
of the City, state that all qualified applicants shall receive consideration for employment without
regard to race, creed, color, religion, sex, national origin, age, gender identity, gender
orientation, pregnancy, family status, marital status or mental or physical disability except
where mental or physical disability is a bona fide occupation qualification reasonably necessary
to the normal operation of the City's business.
3. The City shall comply with all relevant provisions of the Iowa Civil Rights Act of 1965, as
amended, Iowa Executive Order 15 of 1973, Chapter 19B, Code of Iowa, Federal Executive Order
11246 of 1965, as amended by Federal Executive Order 11376 of 1967, and Title VI of the Civil
Rights Act of 1964, as amended. The City shall furnish all information and reports requested by
the State or required by, or pursuant to, the rules and regulations thereof and shall permit
access to payroll and employment records by the State for purposes of investigation to ascertain
compliance with such rules, regulations or requests, or with this nondiscrimination clause.
4. In the event of the City's noncompliance with the nondiscrimination clauses of this
Contract or with any of the aforesaid rules, regulations or requests, this Contract may be
canceled, terminated or suspended in whole or in part. In addition, the State may take such
further action, and such other sanctions may be imposed and remedies invoked, as provided by
the Iowa Civil Rights Act of 1965, as amended, Chapter 216, Code of Iowa, or as otherwise
provided by law.
5. The City shall include the provisions of paragraphs 1 through 4 hereof in every
subcontract, unless specifically exempted by approval of the State, so that such provisions shall
be binding on each subcontract. The City shall take such action with respect to any subcontract
as the State may direct as a means of enforcing such provisions, including sanctions for
noncompliance; provided, however, that in the event the City becomes involved in, or is
threatened with, litigation with a subcontractor or vendor as a result of such direction by the
State, the City may request the State to enter into such litigation to protect the interests of the
Exhibit D
Revised 11/13
State.
6. In accordance with the provisions of 541 Iowa Administrative Code chapter 4:
o The City or subcontractor is prohibited from engaging in discriminatory employment
practices forbidden by federal and State law, executive orders and rules of the
department of management, which pertain to equal employment opportunity and
affirmative action.
o The City or subcontractor may be required to have on file a copy of the affirmative
action program, containing goals and time specifications. These contractual provisions
shall be fully enforced. Any breach of them shall be regarded as a material breach of the
Contract.
o Compliance with the provisions of Iowa Code section 196.7 and all applicable rules of
the department of management prior to the execution of the Contract shall be a
condition of the Contract binding upon the City or service provider, its successors, and
assignees.
o Failure to fulfill the nondiscrimination requirements of this Contract or any of the rules
and orders may cause the Contract to be canceled, terminated, or suspended in whole
or in part, and the City or service provider may be declared ineligible for future State
contracts in accordance with authorized procedure or the City may be subject to other
sanctions as provided by law or rule.
o The City may be required to submit to the department of management or the DNR a
copy of its affirmative action plan containing goals and time specifications.
o The City shall be able to demonstrate to the satisfaction of the department of
management or the DNR that its affirmative action program is productive.
o The City may be required to submit reports as requested by the department of
management. The department of management may request other relevant information
from the City at any time.
o The department of management may undertake a compliance review of the City, and
the department of management may take action, as appropriate, to seek to terminate
contracts or funding found to be in violation of the rules.
Exhibit D