HomeMy WebLinkAboutBlack Hawk County Health Department-4/1/2013 (2)Please 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.
b.
c.
d.
Concrete slab 18' x 26'
Pour in place surfacing
Landscaping/seeding
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 Toss 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.
VI. 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).
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Black Hawk County Health Department & City of Waterloo — Leisure Services Memorandum of Agreement
City will email all invoices to: edaley(a.co.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]
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Black Hawk County Health Department & City of Waterloo — Leisure Services Memorandum of Agreement
Black Hawk County Health Department
By:
Name:
Title:
Agency:
City of
B
Bruce K. Meisinger
Director
Black Hawk County Health Department
1407 Independence Avenue, 5th Floor
Waterloo, Iowa 50703
rloo, Iowa
Ernest " . Clark, Mayor
Date:
Date:
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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 I
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 H
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 III
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 11/3012013. 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
manner 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 Countv 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 i Code)
Title: Director
11/06/12
(Date of Execution by Grantee)
The Wellmark Foundation
1331 Grand Avenue, 3W 739
Des Moines, Iowa 50309
By:
1)1"1.0k
k
Title:
liv\/av_
(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 limit/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, Toss 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 Toss 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.
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