HomeMy WebLinkAboutDepartment of Human Services - Underage drinking laws - 12/5/2005 o-�5/as
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CONTRACT FOR
ENFORCING UNDERAGE DRINKING LAWS
BETWEEN THE
IOWA DEPARTMENT OF HUMAN SERVICES
AND
WATERLOO POLICE DEPARTMENT
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This Contract for Enforcing Underage Drinking Laws (EUDL) Services is between the Iowa
Department of Human Services and Waterloo Police Department. The parties agree as follows:
SECTION 1. IDENTITY OF THE PARTIES.
1.1 The Iowa Department of Human Services ("Department") is authorized to enter into
this Contract. The Department's address is: 1407 Independence Avenue,
Waterloo, IA 50703
1.2 Waterloo Police Department("Contractor") is organized under the laws of the state of
Iowa and authorized to do business in the state of Iowa.
The Contractor's address is 715 Mulberry St., Waterloo, Iowa
The contractor is not a business associate under the Health Insurance Portability
and Accountability Act (HIPPA) 1996.
This is an inter-governmental contract.
SECTION 2. PURPOSE.
The parties have entered into this Contract for the purpose of retaining the
Contractor to provide underage compliance enforcement checks (stings) to monitor
the availability of alcohol to underage persons and to deter businesses from making
alcohol available to underage persons.
SECTION 3. DURATION OF CONTRACT.
The term of this Contract shall be December 15, 2005 through September 30, 2006,
unless terminated earlier in accordance with the Termination section of this
Contract. The Department shall have the option to renew this Contract for up to
one (1) additional one (1)-year extensions by giving the Contractor written notice of
the extension decision within sixty (60) days prior to the expiration of the initial term
or renewal term.
SECTION 4. DEFINITIONS. NIA
SECTION 5. SCOPE OF SERVICES.
5.1 Scope of Services.
The Contractor shall provide the following services in accordance with the defined
performance criteria as set forth below and in Exhibit "D".
5.1.1 Complete compliance checks at local businesses selling alcohol as well as
conduct bootlegging enforcement to prevent underage persons from gaining
access to alcohol at private parties and residences.
5.1.2 Provide education to local retailers on strategies to prevent sales to
Underage persons
5.1.3 Provide information to retailers on refusing sales to those under the
influence and those under the legal age to purchase alcohol
5.1.4 A quarterly report will be given to the Black Hawk County Decategorization
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Governance Board, the Contract Monitoring Committee and Criminal
Juvenile Justice Planning to review. This report is to be completed and
submitted within fifteen days after the end of the quarter.
Due Dates: January 15, 2006, April 15, 2006 and July 15, 2006
5.1.5 A final report will be prepared and presented within 15 days of the
completion of the contract. Due date: October 15, 2006. All reports will
indicate the following:
o The date and time of sting
o Number of stings held, with a breakdown of stores, bars and
restaurants
o Number of establishments that sold to minors
o Age of the informant that purchased and copy of the photo ID
o Previous two-year compliance record of each establishment
o Length of employment of person who sold
o Training provided to employee regarding sale to underage minors
o Copies of newspaper articles pertaining to stings will be included
5.2 Performance Measures
5.2.5 During contract period, 50 stings of area businesses will be conducted.
5.3 Monitoring Clause.
In compliance with the State of Iowa Accountable Government Act, the der-at
governance board on behalf of the department will monitor the performance of the
Contractor by inspection of the Contractor's performance through monthly review of
invoices itemizing work performed and quarterly progress reports to determine if the
contractor is meeting the deliverable of the resulting contract. The contractor will be
required throughout the duration of the contract to satisfactorily provide the services
described in Section 5.1 in order to meet the desired outcomes.
5.4 Review Clause.
On a quarterly basis the decat governance board on behalf of DHS will review work
performed by the contractor and progress towards reaching expectations as set
forth in the Scope of Services Section and in Performance Measure section.
A review may include on-site visits.
The decat board will also conduct an annual review of the work performed at a
minimum of one month prior to close of contract.
The decat board will determine if the contractor delivered
services/products/activities according to the provisions of the contract to establish
whether goals were met and establish final payment amount.
If there is a renewal clause in the contract, this review will also establish whether or
not goals were met and whether or not renewal of the contract with this contractor
should occur.
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In addition, on an ongoing basis, Department will review the contractor year to date
utilization and project year-end utilization. Department will amend the contract as
needed to unencumber anticipated under utilized funds.
5.5 Industry Standards.
Services rendered pursuant to this Contract shall be performed in a professional
and workmanlike manner in accordance with the terms of this Contract and the
standards of performance considered generally acceptable for similar tasks and
projects. In the absence of a detailed specification for the performance of any
portion of this Contract, the parties agree that the applicable specification shall be
the generally accepted industry standard.
5.6 Key Personnel.
Department:
Iowa Department of Human Services
Division of Human Services
Evan R. Klenk, Service Area Manager
1407 Independence Ave.
Waterloo, Iowa 50703
Contractor:
Waterloo Police Department
Chief Thomas Jennings
715 Mulberry St.
Waterloo, Iowa 50703
5.7 Non-Exclusive Rights.
This Contract is not exclusive. The Department reserves the right to select other
contractors to provide services similar or identical to the Scope of Services
described in this Contract during the term of this Contract.
SECTION 6. COMPENSATION.
6.1 Pricing.
The Contractor will be paid for the services described in the Scope of Services
$2,000.00 from Criminal Juvenile Justice Planning EUDL funding stream. 100% of
these funds are federal funds may not be used as match for other federal funds.
6.2 Billings.
The Contractor shall submit, on a monthly basis an invoice for services rendered in
accordance with this Contract. The invoice shall comply with all applicable rules
concerning payment of such claims. The Department shall pay all approved
invoices in arrears and in conformance with Iowa Code section 8A.514 (2003
Supp.) The Department may pay in less than sixty (60) days, as provided in Iowa
Code section 8A.514. However, an election to pay in less than sixty (60) days shall
not act as an implied waiver of Iowa Code section 8A.514.
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Unless otherwise agreed in writing by the parties, the Contractor shall not be
entitled to receive any other payment or compensation from the State for any goods
or services provided by or on behalf of the Contractor under this Contract. The
Contractor shall be solely responsible for paying all costs, expenses and charges it
incurs in connection with its performance under this Contract.
For any changes to the attached budget, Contractor must provide written
budget modification request to the decat project manager for approval by the
Decat Board and Department in advance of incurring expenses.
Claims should be submitted to:
Janet Lyons, Decat Project Coordinator
1407 Independence Ave.
Waterloo, Iowa 50703
6.3 Payment Clause.
Payment shall be contingent on the Contractor performing the mandatory services
set forth in Section 5.1, meeting performance measures listed in Section 5.2 and
submitting detailed invoices on a copy of the attached GAX form, Exhibit "E" and
signed in blue ink. The invoices shall be accompanied with appropriate
documentation, including employee work log that is necessary to support all
charges included on the invoice. Contract number should be place on all claims for
payment.
The invoice will be reviewed for accuracy and adequacy of documentation before it
is approved and submitted for further payment processing. The Department will
return an invoice to the Contractor if the documentation requirement is not met.
Total payment during the contract period shall not exceed $2,000.00. Payment will
be made contingent upon the timely receipt of quarterly reports required. If all of
the tasks in the Scope of Service and Performance Measures are met, the
Department will pay 100%. If only 4 are met, you will be paid at 90%. If fewer than
4 are met, you will be paid at 80%.
6.4 Delay of Payment Due to Contractor's Failure.
If the Department in good faith determines that the Contractor has failed to perform
or deliver any service or product as required by this Contract, the Contractor shall
not be entitled to any compensation under this Contract until such service or
product is performed or delivered. In this event, the Department may withhold that
portion of the Contractor's compensation, which represents payment for service or
product that was not performed or delivered.
6.5 Set-Off Against Sums Owed by the Contractor.
In the event that the Contractor owes the State any sum under the terms of this
Contract, any other Contract, pursuant to any judgment, or pursuant to any other
debt subject to the law of set off, the State may set off the sum owed to the State
against any sum owed by the State to the Contractor in the State's sole discretion,
unless otherwise required by law. The Contractor agrees that this provision
constitutes proper and timely notice under the law of setoff.
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SECTION 7. TERMINATION.
7.1 Immediate Termination by the Department.
The Department may terminate this Contract for any of the following reasons
effective immediately without advance notice:
7.1.1 In the event the Contractor is required to be certified or licensed as a
condition precedent to providing services, the revocation or loss of such
license or certification will result in immediate termination of the Contract
effective as of the date on which the license or certification is no longer in
effect;
7.1.2 The Department determines that the actions, or failure to act, of the
Contractor, its agents, employees or subcontractors have caused, or
reasonably could cause, a client's life, health or safety to be jeopardized;
7.1.3 The Contractor fails to comply with confidentiality laws or provisions;
7.1.4 The Contractor furnished any statement, representation or certification in
connection with this Contract or the RFP which is materially false, deceptive,
incorrect or incomplete.
7.2 Termination for Cause.
The occurrence of any one or more of the following events shall constitute cause for
the Department to declare the Contractor in default of its obligations under this
Contract.
7.2.1 The Contractor fails to perform, to the Department's satisfaction, any
material requirement of this Contractor is in violation of a material provision
of this Contract, including, but without limitation, the express warranties
made by the Contractor;
7.2.2 The Department determines that satisfactory performance of this Contract is
substantially endangered or that a default is likely to occur;
7.2.3 The Contractor fails to make substantial and timely progress toward
performance of the Contract;
7.2.4 The Contractor becomes subject to any bankruptcy or insolvency
proceeding under federal or state law to the extent allowed by applicable
federal or state law including bankruptcy laws; the Contractor terminates or
suspends its business; or the Department reasonably believes that the
Contractor has become insolvent or unable to pay its obligations as they
accrue consistent with applicable federal or state law;
7.2.5 The Contractor has failed to comply with applicable federal, state and local
laws, rules, ordinances, regulations and orders when performing within the
scope of this Contract; or
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7.2.6 The Contractor has engaged in conduct that has or may expose the State or
the Department to liability, as determined in the Department's sole
discretion.
7.2.7 The Contractor has infringed any patent, trademark, copyright, trade dress
or any other intellectual property right.
7.3 Notice of Default.
If there is a default event caused by the Contractor, the Department shall provide
written notice to the Contractor requesting that the breach or noncompliance be
remedied within the period of time specified in the Department's written notice to
the Contractor. If the breach or noncompliance is not remedied by the date of the
written notice, the Department may either:
7.3.1 Immediately terminate the Contract without additional written notice; or,
7.3.2 Enforce the terms and conditions of the Contract and seek any legal or
equitable remedies.
7.4 Termination Upon Notice.
Following sixty (60) days' written notice, the Department may terminate this
Contract in whole or in part without the payment of any penalty or incurring any
further obligation to the Contractor. Following termination upon notice, the
Contractor shall be entitled to compensation, upon submission of invoices and
proper proof of claim, for services provided under this Contract to the Department
up to and including the date of termination.
7.5 Termination Due to Lack of Funds or Change in Law.
The Department shall have the right to terminate this Contract without penalty by
giving sixty (60) days' written notice to the Contractor as a result of any of the
following:
7.5.1 Adequate funds are not appropriated or granted to allow the Department to
operate as required and to fulfill its obligations under this Contract;
7.5.2 Funds are de-appropriated or not allocated or if funds needed by the
Department, at the Department's sole discretion, are insufficient for any
reason;
7.5.3 The Department's authorization to operate is withdrawn or there is a
material alteration in the programs administered by the Department;
7.5.4 The Department's duties are substantially modified.
7.6 Remedies of the Contractor in Event of Termination by the Department
In the event of termination of this Contract for any reason by the Department, the
Department shall pay only those amounts, if any, due and owing to the Contractor
for services actually rendered up to and including the date of termination of the
Contract and for which the Department is obligated to pay pursuant to this Contract.
Payment will be made only upon submission of invoices and proper proof of the
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Contractor's claim. This provision in no way limits the remedies available to the
Department under this Contract in the event of termination. However, the
Department shall not be liable for any of the following costs:
7.6.1 The payment of unemployment compensation to the Contractor's
employees;
7.6.2 The payment of workers' compensation claims, which occur during the
Contract or extend beyond the date on which the Contract terminates;
7.6.3 Any costs incurred by the Contractor in its performance of the Contract,
including, but not limited to, startup costs, overhead or other costs
associated with the performance of the Contract;
7.6.4 Any taxes that may be owed by the Contractor in connection with the
performance of this Contract, including, but not limited to, sales taxes,
excise taxes, use taxes, income taxes or property taxes.
7.7 The Contractor's Termination Duties.
The Contractor upon receipt of notice of termination or upon request of the
Department, shall:
7.7.1 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,
conclusions resulting therefrom, any other matters the Department may
require.
7.7.2 Immediately cease using and return to the Department any personal
property or materials, whether tangible or intangible, provided by the
Department to the Contractor.
7.7.3 Comply with the Department's instructions for the timely transfer of any
active files and work product produced by the Contractor under this
Contract.
7.7.4 Cooperate in good faith with the Department, its employees, agents and
contractors during the transition period between the notification of
termination and the substitution of any replacement contractor.
7.7.5 Immediately return to the Department any payments made by the
Department for services that were not rendered by the Contractor.
SECTION B. CONFIDENTIAL INFORMATION.
8.1 Access to Confidential Data.
The Contractor's employees, agents and subcontractors may have access to
confidential data maintained by the Department to the extent necessary to carry out
its responsibilities under the Contract. The Contractor shall presume that all
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information received pursuant to this Contract is confidential unless otherwise
designated by the Department. The Contractor shall provide to the Department a
written description of its policies and procedures to safeguard confidential
information. Policies of confidentiality shall address, as appropriate, information
conveyed in verbal, written, and electronic formats. The Contractor must designate
one individual who shall remain the responsible authority in charge of all data
collected, used, or disseminated by the Contractor in connection with the
performance of the Contract. The Contractor shall provide adequate supervision
and training to its agents, employees and subcontractors to ensure compliance with
the terms of this Contract. The private or confidential data shall remain the property
of the Department at all times.
8.2 No Dissemination of Confidential Data.
No confidential data collected, maintained, or used in the course of performance of
the Contract shall be disseminated except as authorized by law and with the written
consent of the Department, either during the period of the Contract or thereafter.
Any data supplied to or created by the Contractor shall be considered the property
of the Department. The Contractor must return any and all data collected,
maintained, created or used in the course of the performance of the Contract in
whatever form it is maintained promptly at the request of the Department.
8.3 Subpoena.
In the event that a subpoena or other legal process is served upon the Contractor
for records containing confidential information,the Contractor shall promptly notify
the Department and cooperate with the Department in any lawful effort to protect
the confidential information.
8.4 Reporting of Unauthorized Disclosure.
The Contractor shall immediately report to the Department any unauthorized
disclosure of confidential information.
8.5 Survives Termination.
The Contractor's obligation under this Contract shall survive termination of this
Contract.
SECTION 9. INDEMNIFICATION.
9.1 By the Contractor.
The Contractor agrees to indemnify and hold harmless the State of Iowa and the
Department, its officers, employees and agents appointed and elected and
volunteers from any and all costs, expenses, losses, claims, damages, liabilities,
settlements and judgments, including reasonable value of the time spent by the
Attorney General's Office, and the costs and expenses and reasonable attorneys'
fees of other counsel required to defend the State of Iowa or the Department,
related to or arising from:
9.1.1 Any breach of this Contract;
9.1.2 Any negligent, intentional or wrongful act or omission of the Contractor or
any agent or subcontractor utilized or employed by the Contractor;
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9.1.3 The Contractor's performance or attempted performance of this Contract,
including any agent or subcontractor utilized or employed by the Contractor;
9.1.4 Any failure by the Contractor to comply with the compliance with the Law
provision of this Contract;
9.1.5 Any failure by the Contractor to make all reports, payments and withholdings
required by federal and state law with respect to social security, employee
income and other taxes, fees or costs required by the Contractor to conduct
business in the State of Iowa;
9.1.6 Any infringement of any copyright, trademark, patent, trade dress, or other
intellectual property right; or
9.1.7 Any failure by the Contractor to adhere to the confidentiality provisions of
this Contract.
9.2 Survives Termination.
Indemnification obligation of the parties shall survive termination of this Contract.
SECTION 10. INSURANCE.
10.1 Insurance Requirements.
The Contractor, and any subcontractor, shall maintain in full force and effect, with
insurance companies licensed by the State of Iowa, at the Contractor's expense,
insurance covering its work during the entire term of this Contract and any
extensions or renewals. The Contractor's insurance shall, among other things, be
occurrence based and shall insure against any loss or damage resulting from or
related to the Contractor's performance of this Contract regardless of the date the
claim is filed or expiration of the policy. The State of Iowa and the Department shall
be named as additional insureds or loss payees, or the Contractor shall obtain an
endorsement to the same effect, as applicable.
10.2 Types and Amounts of Insurance Required.
Unless otherwise requested by the Department in writing, the Contractor shall
cause to be issued the insurance coverages set forth below:
7anoccurrence
F INSURANCE LIMIT AMOUNT
Liability (including General Aggregate $2 Million
ual liability)written on
basis Product/Completed Operations $1 Million
Aggregate
Personal Injury $1 Million
Each Occurrence $1 Million
Automobile Liability (including Combined Single Limit $1 Million
any auto, hired autos, and non-
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owned autos)
Excess Liability, Umbrella Each Occurrence $1 Million
Form
Aggregate $1 Million
Workers Compensation and As required by Iowa law As required by Iowa law
Employer Liability
Property Damage Each Occurrence $1 Million
Aggregate $1 Million
10.3 Certificates of Coverage.
All insurance policies required by this Contract shall remain in full force and effect
during the entire term of this Contract and any extensions or renewals thereof and
shall not be canceled or amended except with the advance written approval of the
Department. The Contractor shall submit certificates of the insurance, which
indicate coverage and notice provisions as required by this Contract, to the
Department upon execution of this Contract. The certificates shall be subject to
approval by the Department. The insurer shall state in the certificate that no
cancellation of the insurance will be made without at least thirty (30) days' prior
written notice to the Department. Approval of the insurance certificates by the
Department shall not relieve the Contractor of any obligation under this Contract.
SECTION 11 BONDS. N/A
SECTION 12. PROJECT MANAGEMENT AND REPORTING.
12.1 Project Manager.
At the time of execution of this Contract, each party shall designate, in writing, a
Project Manager to serve until the expiration of this Contract or the designation of a
substitute Project Manager. During the term of this Contract, each Project Manager
shall be available to meet monthly, unless otherwise mutually agreed, to review and
plan the services being provided under this Contract.
12.2 Review Meetings.
During the review meetings the Project Managers shall discuss progress made by
the Contractor in the performance of this Contract. Each party shall provide a
status report, as desired by a Project Manager, listing any problem or concern
encountered since the last meeting. Records of such reports and other
communications issued in writing during the course of Contract performance shall
be maintained by each party.
12.3 Reports.
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
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recommend alternative courses of action or changes that will facilitate problem
resolution. For as long as a problem remains unresolved, written reports shall
identify:
12.3.1 Any event not within the control of the Contractor or the Department
that accounts for the problem;
12.3.2 Modifications to the Contract agreed to by the parties in order to
remedy or solve the identified problem;
12.3.3 Damages incurred as a result of any party's failure to perform its
obligations under this Contract; and
12.3.4 Any request or demand for services by one party that another party
believes are not included within the terms of this Contract.
12.4 Problem Reporting Omissions.
The Department's acceptance of a problem report shall not relieve the Contractor of
any obligation under this Contract or waive any other remedy under this Contract or
at law or equity that the Department may have. The Department's failure to identify
the extent of a problem or the extent of damages incurred as a result of a problem
shall not act as a waiver of performance under this Contract. Where other
provisions of this Contract require notification of an event in writing, the written
report shall be considered a valid notice under this Contract provided the parties
required to receive notice are notified.
12.5 Change Order Procedure.
The Department may at any time request a modification to the Scope of Services
using a Change Order. The following procedures for a change order shall be
followed:
12.5.1 Written Request.
The Department shall specify in writing the desired modifications to
the same degree of specificity as in the original Scope of Services.
12.5.2 The Contractor's Response.
The Contractor shall submit to the Department a time and cost
estimate for the requested Change Order within five (5) business
days of receiving the Change Order Request.
12.5.3 Acceptance of the Contractor Estimate.
If the Department accepts the estimate presented by the Contractor
within five (5) business days of receiving the Contractor's response,
the Contractor shall perform the modified services subject to the time
and cost estimates included in the Contractor response. The
Contractor's performance and the modified services shall be
governed by the terms and conditions of this Contract.
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12.5.4 Adjustment to Compensation.
The parties acknowledge that a Change Order for this Contract may
or may not entitle the Contractor to an equitable adjustment in the
Contractor's compensation or the performance deadlines under this
Contract.
SECTION 13. LIMITATION OF LIABILITY.
The Contractor expressly acknowledges that the Enforcing Underage Drinking
Laws is subject to legislative change by either the federal or state government.
Should either legislative body enact measures which alter the Enforcing Underage
Drinking Lawsthe Contractor shall not hold the Department liable in any manner for
the resulting changes. The Department shall use best efforts to provide thirty (30)
days' written notice to the Contractor of any legislative change. During the thirty
(30)-day period, the parties shall meet and make a good faith effort to agree upon
changes to the Contract to address the legislative change. Nothing in this
Subsection shall affect or impair the Department's right to terminate the Contract
pursuant to the termination provisions.
SECTION 14. INTELLECTUAL PROPERTY, PATENT AND COPYRIGHT. N/A
SECTION 15. WARRANTIES.
15.1 Construction of Warranties Expressed in this Contract with Warranties
Implied by Law.
All warranties made by the Contractor in all provisions of this Contract and the
Proposal by the Contractor, whether or not this Contract specifically denominates
the Contractor's promise as a warranty or whether the warranty is created only by
the Contractor's affirmation or promise, or is created by a description of the
materials and services to be provided, or by provision of samples to the
Department, shall not be construed as limiting or negating any warranty provided by
law, including without limitation, warranties which arise through course of dealing or
usage of trade. The warranties expressed in this Contract are intended to modify
the warranties implied by law only to the extent that they expand the warranties
applicable to the goods and services provided by the Contractor. The provisions of
this Section apply during the term of this Contract and any extensions or renewals
thereof.
15.2 Concepts, Materials, and Works Produced.
Contractor represents and warrants that all the concepts, materials and Works
produced, or provided to the Department pursuant to the terms of this Contract shall
be wholly original with the Contractor or that the Contractor has secured all
applicable interests, rights, licenses, permits or other intellectual property rights in
such concepts, materials and Works. The Contractor represents and warrants that
the concepts, materials and Works and the Department's use of same and the
exercise by the Department of the rights granted by this Contract shall not infringe
upon any other work, other than material provided by the Contract to the Contractor
to be used as a basis for such materials, or violate the rights of publicity or privacy
of, or constitute a libel or slander against, any person, firm or corporation and that
the concepts, materials and works will not infringe upon the copyright, trademark,
trade name, literary, dramatic, statutory, common law or any other rights of any
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person, firm or corporation or other entity. The Contractor represents and warrants
that it is the owner of or otherwise has the right to use and distribute the software,
the materials owned by the Contractor and any other materials, Works and
methodologies used in connection with providing the services contemplated by this
Contract.
15.3 Professional Practices.
The Contractor represents and warrants that all of the services to be performed
hereunder will be rendered using sound, professional practices and in a competent
and professional manner by knowledgeable, trained and qualified personnel.
15.4 Conformity with Contractual Requirements.
The Contractor represents and warrants that the Works will appear and operate in
conformance with the terms and conditions of this Contract.
15.5 Authority to Enter into Contract.
The Contractor represents and warrants that it has full authority to enter into this
Contract and that it has not granted and will not grant any right or interest to any
person or entity that might derogate, encumber or interfere with the rights granted
to the Department.
15.6 Obligations Owed to Third Parties.
The Contractor represents and warrants that all obligations owed to third parties
with respect to the activities contemplated to be undertaken by the Contractor
pursuant to this Contract are or will be fully satisfied by the Contractor so that the
Department will not have any obligations with respect thereto.
15.7 Title to Property.
The Contractor represents and warrants that title to any property assigned,
conveyed or licensed to the Department is good and that transfer of title or license
to the Department is rightful and that all property shall be delivered free of any
security interest or other lien or encumbrance.
15.8 Industry Standards.
The Contractor represents and expressly warrants that all aspects of the goods and
services provided or used by it shall conform to the applicable industry standards in
the performance of this Contract.
15.9 Technology Updates.
The Contractor represents warrants that it shall continually use and integrate the
most current and up-to-date technology commercially available.
SECTION 16. CONTRACT ADMINISTRATION.
16.1 Independent Contractor.
The status of the Contractor shall be that of an independent contractor. The
Contractor, its employees, agents and any subcontractors performing under this
Contract are not employees or agents of the State of Iowa or any agency, division
or department of the state. Neither the Contractor nor its employees shall be
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considered employees of the Department or the State of Iowa for federal or state
tax purposes. The Department will not withhold taxes on behalf of the Contractor
(unless required by law).
16.2 Incorporation of Documents. NIA
16.3 Order of Priority. N/A
16.4 Compliance with the Law.
The Contractor, its employees, agents, and subcontractors 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 subcontractors or suppliers. The Contractor, its
employees, agents and subcontractors 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.
16.5 Amendments.
This Contract may be amended in writing from time to time by mutual consent of the
parties. All amendments to this Contract must be in writing and fully executed by
the parties.
16.6 Third Party Beneficiaries.
There are no third party beneficiaries to this Contract. This Contract is intended only
to benefit the State, the Department and the Contractor.
16.7 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 the Department or the State of Iowa.
16.8 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 clause, a transfer of a controlling interest in the Contractor shall be considered
an assignment.
16.9 Use of Third Parties.
The Department acknowledges that the Contractor may contract with third parties
for the performance of any of the Contractor's obligations under this Contract. The
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Contractor shall notify the Department in writing of all subcontracts relating to
services to be performed under this contract. The Contractor may enter into these
contracts to complete the project provided that the Contractor remains responsible
for all services performed under this Contract. All restrictions, obligations and
responsibilities of the Contractor under this Contract shall also apply to the
subcontractors. The Department shall have the right to request the removal of a
subcontractor from the Contract for good cause.
16.10 Integration.
This Contract represents the entire Contract between the parties. The parties shall
not rely on any representation that may have been made which is not included in
this Contract.
16.11 Headings or Captions.
The paragraph headings or captions used in this Contract are for identification
purposes only and do not limit or construe the contents of the paragraphs.
16.12 Not a Joint Venture.
Nothing in this Contract shall be construed as creating or constituting the
relationship of a partnership,joint venture, (or other association of any kind or agent
and principal relationship) between the parties hereto. Each party shall be deemed
to be an independent contractor contracting for services and acting toward the
mutual benefits expected to be derived herefrom. No party, unless otherwise
specifically provided for herein, has the authority to enter into any contract or create
an obligation or liability on behalf of, in the name of, or binding upon another party
to this Contract.
16.13 Joint and Several Liability.
If the Contractor is a joint entity, consisting of more than one individual, partnership,
corporation or other business organization, all such entities shall be jointly and
severally liable for carrying out the activities and obligations of this Contract, and for
any default of activities and obligations.
16.14 Supersedes Former Contracts or Agreements.
This Contract supersedes all prior Contracts or Agreements between the
Department and the Contractor for the services provided in connection with this
Contract.
16.15 Waiver.
Except as specifically provided for in a waiver signed by duly authorized
representatives of the Department and the Contractor, failure by either party at any
time to require performance by the other party or to claim a breach of any provision
of the Contract shall not be construed as affecting any subsequent right to require
performance or to claim a breach.
16.16 Notice.
16.16.1 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
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hand delivery, by Federal Express, courier or other similar and
reliable carrier which shall be addressed to each party as set forth as
follows:
If to the Department:
Iowa Department of Human Services
Evan R. Klenk, Service Area Manager
1407 Independence Ave.
Waterloo, Iowa 50703
If to the Contractor :
Waterloo Police Department
Thomas J. Jennings, Chief
715 Mulberry Street
Waterloo, Iowa 50703
16.16.2 Each such notice shall be deemed to have been provided:
16.16.2.1 At the time it is actually received; or,
16.16.2.2 Within one day in the case of overnight hand delivery,
courier or services such as Federal Express with
guaranteed next day delivery; or,
16.16.2.3 Within five (5) days after it is deposited in the U.S.
Mail in the case of registered U.S. Mail.
16.16.3 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.
16.17 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 parry 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.
16.18 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.
16.19 Time is of the Essence.
Time is of the essence with respect to the performance of the terms of this
Contract.
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16.20 Authorization.
Each party to this Contract represents and warrants to the other parties that:
16.20.1 It has the right, power and authority to enter into and perform its
obligations under this Contract.
16.20.2 It has taken all requisite action (corporate, statutory or otherwise) to
approve execution, delivery and performance of this Contract, and
this Contract constitutes a legal, valid and binding obligation upon
itself in accordance with its terms.
16.21 Successors in Interest.
All the terms, provisions, and conditions of the Contract shall be binding upon and
inure to the benefit of the parties hereto and their respective successors, assigns
and legal representatives.
16.22 Record Retention and Access.
The Contractor shall maintain books, records and documents which sufficiently and
properly document and calculate all charges billed to the Department 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. Records to be maintained
include both financial records and service records. The Contractor shall permit the
Auditor of the State of Iowa or any authorized representative of the State and where
federal funds are involved, the Comptroller General of the United States or any
other authorized representative of the United States government, to access and
examine, audit, excerpt and transcribe any directly pertinent books, documents,
papers, electronic or optically stored and created records or other records of the
Contractor relating to orders, invoices or payments or any other documentation or
materials pertaining to this Contract, wherever such records may be located. The
Contractor shall not impose a charge for audit or examination of the Contractor's
books and records.
16.23 Solicitation.
The Contractor warrants that no person or selling agency has been employed or
retained to solicit and secure this Contract upon an agreement or understanding for
commission, percentage, brokerage or contingency excepting bona fide employees
or selling agents maintained for the purpose of securing business.
16.24 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 the
Department and the Contractor incurred or existing under this Contract as of the
date of expiration, termination or cancellation will survive the termination, expiration
or conclusion of this Contract.
16.25 Counterparts.
The parties agree that this Contract has been or may be executed in several
counterparts, each of which shall be deemed an original and all such counterparts
shall together constitute one and the same instrument.
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16.26 Additional Provisions.
The parties agree that if an Addendum, Rider or Exhibit is attached hereto by the
parties, and referred to herein, then the same shall be deemed incorporated herein
by reference.
16.27 Further Assurances and Corrective Instruments.
The parties agree that they will, from time to time, execute, acknowledge and
deliver, or cause to be executed, acknowledged and delivered, such supplements
hereto and such further instruments as may reasonably be required for carrying out
the expressed intention of this Contract.
16.28 Delay or impossibility of Performance.
The Contractor shall not be in default under this Contract if performance is delayed
or made impossible by an act of God, flood, fire or similar events. In each such
case, the delay or impossibility must be beyond the control and without the fault or
negligence of the Contractor. If delay results from a subcontractor's conduct,
negligence or failure to perform, the Contractor shall not be excused from
compliance with the terms and obligations of this Contract.
16.29 Suspension and Debarment.
The Contractor certifies pursuant to 31 CFR Part 19 that neither it nor its principles
are presently debarred, suspended, proposed for debarment, declared ineligible, or
voluntarily excluded from participation in this Contract by any federal department or
agency. The Contractor shall execute the certification regarding debarment
attached as Exhibit B.
16.30 Lobbying Restrictions.
The Contractor shall comply with all certification and disclosure requirements
prescribed by 31 U.S.C. Section 1352 and any implementing regulations and shall
be responsible for ensuring that any subcontractor fully complies with all
certification and disclosure requirements. The Contractor shall execute the
certification regarding lobbying restrictions attached as Exhibit C.
16.31 Tobacco Smoke Prohibited.
16.31.1 Public Law 103-227, also known as the Pro-Children Act of 1994
(Act), requires that smoking not be permitted in any portion of any
indoor facility owned or leased or contracted for by an entity and
used routinely or regularly for the provision of health, day care, early
childhood development services, education or library services to
children under the age of 18, if the services are funded by federal
programs either directly or through state or local governments, by
federal grant, contract, loan or loan guarantee. Federal programs
include grants, cooperative agreements, loans or loan guarantees
and contracts. The law also applies to children's services that are
provided in indoor facilities that are constructed, operated or
maintained with such federal funds. The law does not apply to
children's services provided in private residences; portions of
facilities used for inpatient drug or alcohol treatment; service
providers whose sole source of applicable federal funds is Medicare
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or Medicaid; or facilities (other than clinics) where W IC coupons are
redeemed. Failure to comply with the provisions of the law may
result in the imposition of a civil monetary penalty of up to $1,000 for
each violation and/or the imposition of an administrative compliance
order on the responsible party.
16.31.2 The Contractor certifies that it and its subcontractors will comply with
the requirements of the Pro-Children Act of 1994 and will not allow
smoking within any portion of any indoor facility used for the
provision of services for children as defined by the Act. The
Contractor shall execute the Certification of Compliance with the
Pro-Children Act of 1994 attached as Exhibit A and provide the
original certification when it executes this Contract.
16.32 Certified Audits.
Local governments and non-profit subrecipient entities that expend $500,000 or
more in a year in federal awards (from all sources) shall have a single audit
conducted for that year in accordance with the provisions of OMB Circular A-133
"Audit of States, Local Governments, and Non-Profit Organizations." A copy of the
final audit report shall be submitted to the Department if either the schedule of
findings and questioned costs or the summary schedule of prior audit findings
includes any audit findings related to federal awards provided by the Department. If
an audit report is not required to be submitted per the criteria above, the
subrecipient must provide written notification to the Department that the audit was
conducted in accordance with Government Auditing Standards and that neither the
schedule of findings and questioned costs nor the summary schedule of prior audit
findings includes any audit findings related to federal awards provided by the
Department. See A-133 Section 21 for a discussion of subrecipient versus vendor
relationships.
16.33 Drug Free Work Place.
The Contractor shall provide a drug free workplace in accordance with the Drug
Free Workplace Act of 1988 and all applicable regulations
SECTION 17. EXECUTION.
IN WITNESS WHEREOF, in consideration of the mutual covenants set forth above and for other
goods and valuable consideration, the receipt, adequacy and legal sufficiency of which are hereby
acknowledged, the parties have entered into the above Contract and have caused their duly
authorized representatives to execute this Contract.
Waterloo Police Department
ByN. 1. -QN Title: Chief
Thomas J. Jennings
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Contract No.CJ-j P
Date:
Federal Tax Identification Number: 42-600-5327
Iowa Department of Human Services:
By: Evan R. Klenk Title: Service Area Manager/Decat Governance Board
Date:
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Exhibit A
CERTIFICATION OF COMPLIANCE WITH PRO-CHILDREN ACT OF 1994
Grantees must comply with Public Law 103-227, Part C Environmental Tobacco Smoke, also
known as the Pro-Children Act of 1994 (Act). This Act requires that smoking not be permitted in
any portion of any indoor facility owned or leased or contracted by an entity and used routinely or
regularly for the provision of health, day care, education, or library services to children under the
age of 18, if the services are funded by federal programs either directly or through State or local
governments. Federal programs include grants, cooperative agreements, loans or loan
guarantees, and contracts. The law also applies to children's services that are provided in indoor
facilities that are constructed, operated, or maintained with such federal funds. The law does not
apply to children's services provided in private residences; portions of facilities used for inpatient
drug or alcohol treatment; service providers whose sole source of applicable federal funds is
Medicare or Medicaid; or facilities (other than clinics) where WIC coupons are redeemed.
The Grantee further agrees that the above language will be included in any subawards that
contain provisions for children's services and that all subgrantees shall certify compliance
accordingly. Failure to comply with the provisions of this law may result in the imposition of a civil
monetary penalty
of up to $1000 per day.
Signature: /
Thomas J. Jennings
Title: Chief
Organization: Waterloo Police Department
Date: /2-G-US
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Exhibit B
CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND
VOLUNTARY EXCLUSION -- LOWER TIER COVERED TRANSACTIONS
By signing and submitting this Proposal, the bidder is providing the certification set out below:
1. The certification in this clause is a material representation of fact upon which
reliance was placed when this transaction was entered into. If it is later determined that the bidder
knowingly rendered an erroneous certification, in addition to other remedies available to the
federal government the Department or agency with which this transaction originated may pursue
available remedies, including suspension and/or debarment.
2. The bidder shall provide immediate written notice to the person to whom this
Proposal is submitted if at any time the bidder learns that its certification was erroneous when
submitted or had become erroneous by reason of changed circumstances.
3. The terms covered transaction, debarred, suspended, ineligible, lower tier covered
transaction, participant, person, primary covered transaction, principle, proposal, and voluntarily
excluded, as used in this clause, have the meaning set out in the Definitions and Coverage
sections of rules implementing Executive Order 12549. You may contact the person to which this
Proposal is submitted for assistance in obtaining a copy of those regulations.
4. The bidder agrees by submitting this Proposal that, should the proposed covered
transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with
a person who is proposed for debarment under 48 CFR part 9, subpart 9.4, debarred, suspended,
declared ineligible, or voluntarily excluded from participation in this covered transaction, unless
authorized by the Department or agency with which this transaction originated.
5. The bidder further agrees by submitting this Proposal that it will include this clause
titled "Certification Regarding.Debarment, Suspension, Ineligibility and Voluntary Exclusion--Lower
Tier Covered Transaction," without modification, in all lower tier covered transactions and in all
solicitations for lower tier covered transactions.
6. A participant in a covered transaction may rely upon a certification of a prospective
participant in a lower tier covered transaction that it is not proposed for debarment under 48 CFR
part 9, subpart 9.4, debarred, suspended, ineligible, or voluntarily excluded from covered
transactions, unless it knows that the certification is erroneous. A participant may decide the
method and frequency by which it determines the eligibility of its principals. A participant may, but
is not required to, check the List of Parties Excluded from Federal Procurement and
Nonprocurement Programs.
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Contract No.
7. Nothing contained in the foregoing shall be construed to require establishment of a
system of records in order to render in good faith the certification required by this clause. The
knowledge and information of a participant is not required to exceed that which is normally
possessed by a prudent person in the ordinary course of business dealings.
8. Except for transactions authorized under paragraph 4 of these instructions, if a
participant in a covered transaction knowingly enters into a lower tier covered transaction with a
person who is proposed for debarment under 48 CFR part 9, subpart 9.4, suspended, debarred,
ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies
available to the federal government, the Department or agency with which this transaction
originated may pursue available remedies, including suspension and/or debarment.
CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AN VOLUNTARY
EXCLUSION--LOWER TIER COVERED TRANSACTIONS
(1) The bidder certifies, by submission of this Proposal, that neither it nor its principals
is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily
excluded from participation in this transaction by any federal department or agency.
(2) Where the bidder is unable to certify to any of the statements in this certification,
such bidder shall attach an explanation to this Proposal.
(Signature)Thomas J. Jenninc
12. 4-o,r
(Date)
Chief
(Title)
Waterloo Police Department
(Company Name)
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Exhibit C
CERTIFICATION REGARDING LOBBYING
The undersigned certifies, to the best of his or her knowledge and belief, that:
A. No federal appropriated funds have been paid or will be paid on behalf of the Sub-
Grantee to any person for influencing or attempting to influence an officer or
employee of any federal agency, a Member of the Congress, an officer or employee
of the Congress, or an employee of a Member of Congress in connection with the
awarding of any federal contract, the making of any federal grant, the making of any
federal loan, the entering into of any cooperative agreement, or the extension,
continuation, renewal, amendment, or modification of any federal contract, grant
loan or cooperative agreement.
B. If any funds other than federal appropriated funds have been paid or will be paid to
any person for influencing or attempting to influence an officer or employee of any
federal agency, a Member of the Congress, or an employee of a Member of
Congress in connection with this Contract, grant, loan, or cooperative agreement,
the applicant shall complete and submit Standard Form-LLL, "Disclosure Form to
Report Lobbying," in accordance with its instructions.
C. The Contractor shall require that the language of this certification be included in the
award documents for all subawards at all tiers (including subcontracts, subgrants,
and contracts under grants, loans and cooperative agreements) and that all
subrecipients shall certify and disclose accordingly.
This certification is a material representation of fact upon which reliance was placed when this
transaction was made or entered into. Submission of this certification is a prerequisite for making
or entering into this transaction imposed by Section 1352, Title 31, U.S.C.A. Any person who fails
to file the required certification shall be subject to a civil penalty of not less than $10,000 and not
more than $100,000 for each such failure.
Signature: C4 e
Thomas J. Jennings
Title: Chief.
Organization: Waterloo Police Department
Date: JZ- G'O S
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