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HomeMy WebLinkAboutBlack Hawk County Health Department-4/1/2013Please return this copy to: City Clerk & Finance Department 715 Mulberry Street Waterloo, IA 50703 Memorandum of Agreement Between the Black Hawk County Health Department and City of Waterloo — Leisure Services I. Cooperative Agreement This Memorandum of Agreement (MOA) is made and entered into by and between the Black Hawk County Health Department, hereinafter referred to as "County Health" and City of Waterloo — Leisure Services hereinafter referred to as the "City." The purpose of this MOA is for County Health and City to enter into a collaborative partnership to support healthy community environmental change initiatives. Funding for the MOA will be provided in part by awards to County Health from The Wellmark Foundation and local Safe Kids Account (Community Foundation). The respective work and services to be performed by the City and County Health, in their mutual desire and intent to exercise the collaborative partnership, are as follows: II. Work and Services to be Performed A. Work and Services to be Performed by the City The City will: 1. Coordinate the bidding, acquisition and installation fitness zone (Power Lift) to promote physical Ferguson -Fields Park area by June 30, 2013. a. Concrete slab 18' x 26' b. Pour in place surfacing c. Landscaping/seeding d. Fitness rack Estimate Estimate Estimate Estimate Total of an agreed upon outdoor activity in and about the $ 2,300 $ 9,300 $ 1,000 $ 5,000 $17,600 2. Coordinate with County Health on the design and acquisition of signage (to be paid for separately by County Health). 3. Submit to County Health the Leisure Services Facilities/Project Manager's personnel expense to be used towards in-kind match with The Wellmark Foundation funding. B. Work and Services to be Performed by County Health County Health will: 1. Coordinate with Waterloo Leisure Services on the selection of an adult outdoor fitness zone (Power Lift) to promote physical activity in and about the Ferguson -Fields Park area with installation completed by June 30, 2013. 2. Cooperate with the City on the design and acquisition of signage (to be paid for separately by County Health). Black Hawk County Health Department & City of Waterloo — Leisure Services Memorandum of Agreement III. Contract Policies and Requirements A. The City's services will be provided in accordance with applicable policies of The Wellmark Foundation, a copy of which policies are attached hereto as Exhibit "A". B. A Business Associate Agreement (BAA) is not required as a condition of the subcontract. IV. Fiscal and Quality Monitoring Oversight The City shall provide County Health, and any of their duly authorized representatives with access, for the purpose of audit and examination, to any documents, papers and records of the City pertinent to the project contemplated by this MOA. V. Insurance and Indemnity The City shall maintain in full force and effect, with insurance companies licensed by the State of Iowa, at the City's expense, insurance covering its work during the entire term of this MOA and any extensions or renewals thereof. The City's insurance shall, among other things, be occurrence based and shall insure against any loss or damage resulting from or related to the City's performance of this MOA regardless of the date the claim is filed or expiration of the policy. Exhibit "B", Black Hawk County — Minimum Insurance Requirements, is hereby incorporated into this MOA. A Certificate of Insurance shall be submitted with "Black Hawk County, IA" listed as additional insured with regard to general and auto liability. In addition, each party hereto agrees to indemnify and hold harmless the other party, its officers, officials, employees and agents, from and against any and all claims, demands, causes of action, losses, costs, expenses, or liabilities of any type or nature whatsoever, including but not limited to reasonable attorneys' fees, arising from or in any way connected with the indemnifying party's willful misconduct or negligent acts or omissions with respect to the project contemplated by this MOA. VL MOA Amount The maximum amount for the MOA is $17,600* with signage expense paid for separately by County Health. Source of funding for this MOA will be provided by The Wellmark Foundation and Safe Kids Account (Community Foundation). *Based on estimate expense as of March 21, 2013. VII. Payment for Work and Services Payment for work and services is contingent on the completion of satisfactory preparatory steps and installation of an outdoor adult fitness zone by June 30, 2013. City will submit an invoice to the County Health by the 15th of the month following the month work/products/services were provided. Any bills received after this time period may result in a delayed Board of Health approval and payment processing through the Black Hawk County Auditor's office (generally, the Black Hawk County Board of Health meets on or about the -last Wednesday of the month with approved bills processed by the Auditor's office thereafter). 2 Black Hawk County Health Department & City of Waterloo — Leisure Services Memorandum of Agreement City will email all invoices to: edaleyAco.black-hawk.ia.us > Please indicate, "The Wellmark Foundation Invoice" in subject line. Or mail original invoice to: Black Hawk County Health Department, 5th Floor 1407 Independence Avenue Waterloo, Iowa 50703 Attn: Eileen R Daley, Division Manager Questions may be directed to the Project Director, Eileen R. Daley @ 291-2413. VIII. Term of MOA The term of this MOA commences March 1, 2013 and terminates when City has been paid in full; with installation of the outdoor adult fitness zone by June 30, 2013. Termination may occur at any time by either party when circumstances beyond the control of the County Health or the City make continuation of this MOA impossible; provided, however, that one party shall first notify the other party in writing of the event or condition causing impossibility, and the party receiving notice shall have 14 days in which to attempt a remedy of the event or condition. With the mutual consent of both parties, this MOA may be terminated at an agreed date without penalty to either party. IX. Ownership Notwithstanding the payment provisions of this MOA, title to all project elements, equipment, accessories, fixtures, appurtenances, and facilities shall be vested solely in the City, and neither County Health nor any other person or entity shall have any right, title, interest or claim therein or thereto. The City will maintain said equipment, accessories, and fixtures for public use at an accepted life expectancy of such equipment for a period at or about ten (10) years, unless such equipment is willfully or accidentally destroyed. X. Signatures The MOA shall be effective March 1, 2013 or as of the date executed by both parties to this MOA, whichever is earlier. [signatures on next page] 3 Black Hawk County Health Department & City of Waterloo — Leisure Services Memorandum of Agreement Black Hawk County Health Department By: Date: Name: Bruce K. Meisinger Title: Director Agency: Black Hawk County Health Department 1407 Independence Avenue, 5th Floor Waterloo, Iowa 50703 City of B rloo, Iowa Ernest " . Clark, Mayor Date: 4 The Wellmark Foundation Grant Agreement This Wellmark Foundation Grant Agreement ("Agreement") is made by and between The Wellmark Foundation ("Foundation"), a private foundation, and Black Hawk County Health Department (hereinafter, "Grantee"). The purpose of this Agreement is to set forth the terms and conditions under which the Foundation has awarded a grant to Grantee. NOW THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows: Article 1 Scope This Agreement applies to the project submitted as a grant application entitled "Creating a Culture of Healthy Living: Social Support and Enhanced Access for Physical Activity in East Waterloo" (grant ID # 2012-01-79) and as more fully described in Grantee's written proposal to the Foundation, attached hereto, and incorporated by this reference as a part of the Agreement. This Agreement does not apply to any other project or program of Grantee or the Foundation. Article 11 Grant Award The Foundation agrees to award Grantee the total of $19,000 to be paid in one (1) payment over the grant period defined in Article III at the discretion of the Foundation's Director ($19,000 overall award; $19,000 full grant payment on or around 12/1/2012). The payment shall be made subsequent to the announcement of the grant award. All payments hereunder are subject to the terms and conditions of this Agreement. Any funds, which are not used by the end of the next calendar year following the end of the grant period, shall be transferred to the Foundation. The process and procedure for this transfer of unexpended funds will be done at the discretion of the Foundation's Director. An unfunded extension of the grant time period may be granted at the discretion of the Foundation's Director. Article Ill Grantee Responsibilities Grantee agrees to comply with such reasonable procedures as the Foundation has established as requirements for this award and as set forth in its notification of the award, incorporated herein by reference and made a part of this Agreement. The grant period will be 12/1/2012 through 11/30/2013. Grantee agrees to submit progress and budget reports due on 6/15/13 (progress report one) and on 12/15/13 (final report) respectively. Article IV Changes in Program or Services Any changes in the program named above or in the services or activities outlined in proposal materials or the project work plan requires the prior approval of the Foundation. Failure to obtain prior approval may result in the suspension of the award payments or termination of this Agreement after notice and a reasonable opportunity to cure is provided by the Foundation to the Grantee. Article V Changes in Key Personnel Grantee shall provide written notice to the Foundation within ten (10) days of any changes in the key personnel performing services for the project. Such written notice shall include the individual's successor, title and resume. Article VI Right to Audit Grantee will permit the Foundation on-site visits and access to examine and audit all records and documents reasonably related to Grantee's obligations under this Agreement. Grantee agrees to ensure the cooperation of its employees, officers, directors and agents in such efforts. The Foundation will act reasonably in providing notice to Grantee prior to the performance of an audit and in arranging a mutually acceptable time for same. Article VII Assignment This Agreement shall not be assigned by either party without the prior written consent of the other party, which consent shall not be unreasonably withheld. Article VIII Rights to Data Grantee may publish the results of the project or program activity subject to the Foundation's prior review and comment. Any materials used by Grantee for the purpose of publicity pursuant to this Agreement shall display the Foundation's designated and approved logo. In the event activities supported by this Agreement produce original computer programs, writing, sound recordings, pictorial reproductions, drawings or other graphic representations and works of similar nature (the term computer programs includes executable computer programs and supporting data in any form), the Foundation reserves the right to use, duplicate and disclose, in whole or in part, same in any manner for any purpose whatsoever. Article IX Release of Information and Confidentiality of Records Grantee agrees to provide to the Foundation, upon request, all written program records including, but not limited to, non - identifiable physician and client records, statistical information, board, administrative and financial records, including budget, accounting activities, financial statements and audits reasonably related to the project which is the subject of the grant. Article X Remedies for Breach In the event Grantee violates or breaches the terms of this Agreement, the Foundation reserves all contractual and legal remedies that are available, but in no event shall any monetary remedy exceed the value of the unperformed portions of the project as reflected by the grant award. Upon ten (10) days written notice, the Foundation may temporarily withhold payment of funds until a corrective action plan has been submitted and approved by the Foundation. Reasons may include, but are not limited to, the following: a. Delinquency in submitting required reports. b. Failure to show satisfactory progress in achieving the objectives of the program or failure to meet the terms and conditions of this Agreement. c. Failure to provide adequate management of the funds. When in the reasonable judgment of the Foundation, the Foundation finds that Grantee has materially failed to comply with the terms and conditions of this Agreement, the Foundation may suspend this Agreement, in whole or in part, upon thirty (30) days advance written notice. The notice of suspension shall state the reason(s) for the suspension, any corrective action required and the effective date. The suspension may be made effective immediately, if necessary, to protect the Foundation's interest. A suspension shall be in effect until the Grantee has taken corrective action or given evidence satisfactory to the Foundation that corrective action will be taken or until this Agreement is terminated. Obligations incurred by the Grantee during the suspension period shall not be allowed unless expressly authorized in the notice of suspension. Necessary costs which the Grantee could not reasonably avoid during the suspension shall be allowed only if the Grantee had a prior obligation for these expenses. Article XI Term and Termination This Agreement shall commence upon the date of acceptance by the Foundation and terminate two (2) years thereafter. However, if circumstances beyond the control of the Foundation or the Grantee make continuation of this Agreement impossible or in the event of the Grantee's noncompliance with any term or condition, related rules, regulations or requests or the Grantee has proven unable to fulfill the work and services described in this Agreement, termination of the Agreement may be effective immediately. In the event of such termination, the Grantee shall be reimbursed by the Foundation only for those allowable costs incurred or encumbered prior to the termination date. Article XII Notices • Any notice required to be given under this Agreement shall be in writing and either delivered personally, sent by facsimile or sent by certified mail, retum receipt requested, to the addresses set forth on the signature page to this Agreement. Article XIII Nonwaiver Failure of either party to exercise any of such party's rights under this Agreement will not constitute a waiver of such rights in the future. Article XIV Section Headings The Section headings used in this Agreement have been inserted for convenience of reference only and shall not in any mariner modify or restrict any of its terms or provisions. Article XV Entire Agreement This Agreements and all attachments hereto constitute the entire Agreement between the parties with respect to the subject matter hereof and any prior agreements, understandings, representations and warranties, whether written or oral in regard to the subject matter hereof, are hereby superceded. Article XVI Governing Law This Agreement shall be construed and enforced in accordance with the laws of the State of Iowa. Article XVII Limitation of Action No action, regardless of form, may be brought by either party on any claim arising out of this Agreement more than two years after the claim arose. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in duplicate counterparts, each being deemed an original, as of the date of execution set forth below. Black Hawk County Health Department (Legal Name of Grantee) 42-6005328 (501(c)(3) Tax Identification Number) 1407 Independence Avenue, 5th FI (Street Address) Waterloo, IA 50703 (City, State and Title: Director Code) 11/06/12 (Date of Execution by Grantee) The Wellmark Foundation 1331 Grand Avenue, 3W 739 Des Moines, Iowa 50309 Title: 94.\&/.. (Date of Acceptance by The Wellmark Foundation) EXHIBIT B BLACK HAWK COUNTY MINIMUM INSURANCE REQUIREMENTS A. At all times during the contract/agreement the outside party will carry and maintain, at the outside party's expense, the following insurance: 1. Commercial General Liability Insurance Policy, including but not limited to, insurance for premises construction operations (when applicable), contractual liability, completed operations with respect to liability arising out of the ownership, use, occupancy or maintenance of the premises and all areas appurtenant thereto, to afford protection with respect to bodily injury, personal injury, death or property damage of not less than One Million Dollars ($1,000,000) per occurrence combined single Iimit/Two Million Dollars ($2,000,000) general aggregate. The County reserves the right to require increased liability limits, not to exceed Fifteen Million Dollars ($15,000,000) from bidders, should the project represent an elevated hazard level to the County as determined by the Black Hawk County Board of Supervisors. 2. Comprehensive Automobile Liability Insurance Policy with limits for each occurrence of not less than One Million Dollars ($1,000,000) Combined Single Limit with respect to bodily injury, property damage or death. 3. Workers Compensation Insurance Policy or similar insurance in form and amounts required by law. B. Should the bid require design elements (i.e. architectural, engineering, or professional system designs), the outside party may be required to carry professional errors and omissions coverage with a limit for each claim of not less than One Million Dollars ($1,000,000). C. Coverage must be maintained by a financially stable carrier with a minimum AM Best rating of A-. It will be the outside party's responsibility to provide proof of its carrier's rating. D. The outside party shall agree to the following: 1. Black Hawk County will be named as an additional insured with respect to all casualty insurance policies. 2. Certificate of insurance will be submitted to the Purchasing and Asset Management Specialist (PAMS) prior to commencement of the contract/agreement and shall include a thirty -day notice of cancellation provision. 3. If the outside party fails to perform any of its obligations under the County's Insurance and Policy Requirements, Black Hawk County reserves the right to either purchase the required insurance coverage and assess the cost directly to the outside party, or to declare the outside party's bid invalid. 4. Hold Harmless Agreement — The outside party shall indemnify and hold harmless Black Hawk County, its agents and employees, from and against all claims, damages, losses and expenses including attorneys' fees arising out of or resulting from the performance of the work, provided that any such claim, damage, loss or expense: a. is attributable to bodily injury, sickness, disease or death, or to the damage to or destruction of tangible property (other than the work itself) including the loss of use resulting therefrom, and b. is caused in whole or in part by any negligent act or omission of the outside party or its subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, regardless of whether or not it is caused in part by a party indemnified hereunder. c. Each contract/agreement shall contain the following language (when applicable): Contractor/Permitee/Licensee agrees that for all work done in the county road right of ways, easements and county property, it shall be solely responsible for work zone safety and shall hold the County harmless and agree to indemnify the County for all claims that arise from its work in the right of way, and further, it agrees that it will adhere to the Manual on Uniform Traffic Control Devices during the project. 2