REQUEST FOR PROPOSAL (RFP)

Iowa DD Council Employment Transformation Grants 
DDC-20-005

Lindsay Leonetti
700 Second Ave Suite 101 
Des Moines IA 50309
Phone:  515-288-0463
lleonet@dhs.state.ia.us

RFP Purpose.
The purpose of this RFP is to solicit proposals from Iowa Home and Community Based and/or Iowa Vocational Rehabilitation providers to improve employment outcomes for people with developmental disabilities. The Iowa Developmental Disabilities Council (“DD Council”) will award up to five contracts from this competitive solicitation process. Funds will be used to obtain customized technical assistance to improve the way services are provided so that more people are supported to obtain and keep employment.   Applicants will identify the specific assistance and support that will be utilized by the funds needed to reach their identified goals.  Applicants may apply up to $20,000 for funding for a one year grant year.  

Duration of Contract.
The Agency anticipates executing a contract with a 1 year contract term with no option for additional contract extensions.

Applicant Eligibility Requirements.
Eligible entities submitting proposals for the Employment Transformation Initiative grants must not have any outstanding sanctions by the Iowa Medicaid Enterprise, Department of Inspections and Appeal, or the Center for Medicare and Medicaid Services. Eligible entities must be an approved Home and Community Based Medicaid provider and/ or an approved provider with Iowa Department of Vocational Services. 

Guidance on Deliverables and Restrictions:
Applicants are given latitude in defining a unique initiative and approach to meeting deliverables.  However, all approved initiatives must demonstrate a commitment to supporting people with developmental disabilities obtain and keep employment.  Outcomes must be set to increase the number of people employed in community jobs. 

Employment Transformation grants cannot be used on the following:
•	Bonuses for employees
•	Purchases of vehicles 
•	Purchases of property or rental of property 
•	Capital improvements or construction projects.  

Examples of initiatives that could be funded include, but may not be limited to:
Contracting with a subject matter expert to provide technical assistance on evidence based practices on employment first concepts to provider staff.
Contracting with a subject matter expert to develop a strategic plan and vision to restructure day habilitation services into an employment first model. 

Procurement Timetable	
There are no exceptions to any deadlines for the applicant; however, the Agency reserves the right to change the dates.  Times provided are in Central Time.

Event	Date	
Agency Issues RFP Notice to Targeted Small Business Website (48 hours):	May 16, 2019	
Agency Issues RFP to Bid Opportunities Website	May 20, 2019	
Applicant Letter of Intent to Bid Due By 	June 5, 2019
4:30 p.m.	
Applicant Written Questions Due By	June 10, 2019
4:30 p.m.	
Agency Responses to Questions Issued By	June 17, 2019	
Applicant Proposals and any Amendments to Proposals Due By	July 22, 2019
4:30 p.m.	
Agency Announces Apparent Successful Applicant/Notice of Intent to Award 	August 30, 2019	
Contract Negotiations and Execution of the Contract Completed 	September 30, 2019	
Anticipated Start Date for the Provision of Services	October 1, 2019	

Section 1  Background and Scope of Work	

1.1  Background.
The Iowa  DD Council is established in accordance with Developmental Disabilities Assistance and Bill of Rights Act 42 USC section 15001 et seq. and 42 USC Chapter 144. The Iowa Department of Human Services serves as the Designated State Agency of the DD Council pursuant to 441 Iowa Administrative Code 1.7.

The purpose of the DD Council is to assure that individuals with developmental disabilities and their families participate in the design of and have access to needed community services, individualized supports, and other forms of assistance that promote self-determination, independence, productivity, and integration and inclusion in all facets of community life through culturally competent programs. The DD Council achieves this by engaging in advocacy, capacity building and systemic change activities.  The Council's mission is to create change with and for persons with developmental disabilities so they can live, work, learn and play in the community of their choosing.  

Across the nation, Employment First is both a declaration of both philosophy and policy stating that “Employment is the first priority and preferred outcome of publicly funded services for people with disabilities".  Employment first is also a framework for systems change that is centered on the premise that all citizens, including individuals with significant disabilities are capable of full participation in integrated employment and community life.  To that purpose, as part of the five year state plan, the DD council has a goal to work with partners to increase employment of individuals with developmental disabilities by supporting public policies, budget actions, and practices that shift public resources toward services that result in integrated community employment.  Funds for these grants will help the DD council meet its employment goal.  

1.2  RFP General Definitions.  
Definitions in this section correspond with capitalized terms in the RFP.

“Agency” means the Iowa Department of Human Services.  

“Bid Proposal” or “Proposal” means the applicant’s proposal submitted in response to the RFP.  

“Contractor” means the applicant who enters into a Contract as a result of this Solicitation.

“Deliverables” means all of the services, goods, products, work, work product, data (including data collected on behalf of the Agency), items, materials and property to be created, developed, produced, delivered, performed, or provided by or on behalf of, or made available through, the Contractor (or any agent, contractor or subcontractor of the Contractor) in connection with any contract resulting from this RFP.

“Invoice” means a Contractor’s claim for payment.  At the Agency’s discretion, claims may be submitted on an original invoice from the Contractor or may be submitted on a claim form accepted by the Agency, such as a General Accounting Expenditure (GAX) form.

1.3 Scope of Work 
1.3.1 Deliverables, Performance Measures, and Monitoring Activities.
The Contractor shall provide the following Deliverables:   

1.3.1.1 Employment Transformation Grant
The Contractor shall perform Deliverables associated with the Employment Transformation Grant as set forth in its Application as approved by the DD Council.  The Contractor shall adhere to the Applications Objectives, plans, timelines and budget in performance of the contracted services.

1.3.1.2 Performance Measures
The Contractor shall meet the performance measures identified in the Application while performing services under the contract. 

1.3.1.3 Reports
The Contractor shall submit reports on a quarterly basis on all deliverables, performance measures and funds expended. The Contractor shall submit a final timeline within ten days after the contract is executed.  At the end of the Contract, and at least ten days prior to the end date, the Contractor shall submit a final report on the outcomes reached by the initiative and lessons learned. 

1.3.1.4 Presentation
At the DD Council’s option, the Contractor may be required to provide presentation to the Council in person at the last Council meeting prior to the end of the project.  The date of the Council meeting will be provided at a future date. 

1.3.2 Contract Payment Methodology.

Matching Funds
A non-federal match is required for all awarded initiatives.  Twenty-five (25%) of the total cost of the initiative is required. Matching funds may include in-kind supports or other non-federal sources of funds. Any in-kind support used must have a value directly related to the initiative 

The contractor shall submit monthly invoices for expenses incurred during the previous month.  Invoices shall be consistent with the itemized budget approved by the DD Council. The invoices need to identify the required twenty-five (25%) match that was provided during the month and how it was derived. 
 
Section 2  Basic Information About the RFP Process	

2.1  Issuing Officer.
The Issuing Officer is the sole point of contact regarding the RFP from the date of issuance until selection of the successful applicant.  The Issuing Officer for this RFP is:
Lindsay Leonetti
700 Second Ave Suite 101 
Des Moines IA 50309
Phone:  515-288-0463
lleonet@dhs.state.ia.us

2.2  Restriction on Applicant Communication. 
From the issue date of this RFP until announcement of the successful applicant, the Issuing Officer is the point of contact regarding the RFP.  There may be no communication regarding this RFP with any State employee other than the Issuing Officer, except at the direction of the Issuing Officer or as otherwise noted in the RFP.  The Issuing Officer will respond only to questions regarding the procurement process.  

2.3  Downloading the RFP from the Internet.
The RFP and any related documents such as amendments or attachments (collectively the “RFP”), and responses to questions will be posted at the State of Iowa’s website for bid opportunities:  http://bidopportunities.iowa.gov/.  Check this website periodically for any amendments to this RFP.  The posted version of the RFP is the official version.  The Agency will only be bound by the official version of the RFP document(s).  Applicants should ensure that any downloaded documents are in fact the most up to date and are unchanged from the official version.  

2.4  Reserved.  (Online Resources)

2.5  Intent to Bid.
The Agency requests that applicants provide their intent to bid to the Issuing Officer by the date and time in the Procurement Timetable.  Electronic mail is the preferred delivery method.  The intent to bid should include the applicant's name, contact person, mailing address, electronic mail address, fax number, telephone number, and a statement of intent to submit a bid in response to this RFP.  Though it is not mandatory that the Agency receive an intent to bid, the Agency will only respond to questions about the RFP that have been submitted by applicants who have expressed their intent to bid.  The Agency may cancel an RFP for lack of interest based on the number of letters of intent to bid received.    

2.6  Reserved.  (Applicants’ Conference)

2.7  Questions, Requests for Clarification, and Suggested Changes. 
Applicants who have provided their intent to bid on the RFP are invited to submit written questions, requests for clarifications, and/or suggestions for changes to the specifications of this RFP (hereafter “Questions”) by the due date and time provided in the Procurement Timetable.  Applicants are not permitted to include assumptions in their Bid Proposals.  Instead, applicants shall address any perceived ambiguity regarding this RFP through the question and answer process.  If the Questions pertain to a specific section of the RFP, the page and section number(s) must be referenced.  The Agency prefers to receive Questions by electronic mail.  The applicant may wish to request confirmation of receipt from the Issuing Officer to ensure delivery.

Written responses to questions will be posted at http://bidopportunities.iowa.gov/ by the date provided in the Procurement Timetable.    

The Agency assumes no responsibility for verbal representations made by its officers or employees unless such representations are confirmed in writing and incorporated into the RFP.  In addition, the Agency’s written responses to Questions will not be considered part of the RFP.  If the Agency decides to change the RFP, the Agency will issue an amendment.    

2.8  Submission of Bid Proposal.
The Bid Proposal shall be received by the Issuing Officer by the time and date specified in the Procurement Timetable.  The Agency will not waive this mandatory requirement.  Any Bid Proposal received after this deadline will be rejected and will not be evaluated.  

Bid Proposals are to be submitted in accordance with the Bid Proposal Formatting section of this RFP.  Applicants mailing Bid Proposals shall allow ample mail delivery time to ensure timely receipt of their Bid Proposals.  It is the applicant’s responsibility to ensure that the Bid Proposal is received prior to the deadline.  Postmarking or submission to a courier by the due date shall not substitute for actual receipt of the Bid Proposal by the Agency. 

2.9  Amendment to the RFP and Bid Proposal.    
The Agency reserves the right to amend or provide clarifications to the RFP at any time.  Amendments will be posted to the State’s website at http://bidopportunities.iowa.gov/.  If the amendment occurs after the closing date for receipt of Bid Proposals, the Agency may, in its sole discretion, allow applicants to amend their Bid Proposals.    

If the applicant amends their Bid Proposal, the amendment shall be in writing and signed by the applicant.  The applicant shall provide the same number of copies of the amendment as is required for the original Bid Proposal, for both hardcopy and CD-ROM(s) or USB flash drives, in accordance with the Bid Proposal Formatting Section.  The amendment must be also be submitted on a CD-ROM or USB flash drives.  It is a mandatory requirement that the Issuing Officer shall receive any amendments by the deadline for submitting Bid Proposals.  However, if the RFP is amended after receipt of proposals, any bid amendment must be received by the deadline set by the Agency.       

2.10  Withdrawal of Bid Proposal.
The applicant may withdraw its Bid Proposal prior to the closing date for receipt of Bid Proposals by submitting a written request to withdraw to the Issuing Officer.  Electronic mail and faxed requests to withdraw will not be accepted.    

2.11  Costs of Preparing the Bid Proposal.
The costs of preparation and delivery of the Bid Proposal are solely the responsibility of the applicant.      

2.12  Rejection of Bid Proposals.
The Agency reserves the right to reject any or all Bid Proposals, in whole and in part, and to cancel this RFP at any time prior to the execution of a written contract.  Issuance of this RFP in no way constitutes a commitment by the Agency to enter into a contract.    

2.13  Review of Bid Proposals.
Only applicants that have met the mandatory requirements and are not subject to disqualification will be considered for award of a contract.    

2.13.1  Mandatory Requirements.
Applicants must meet these mandatory requirements or will be disqualified and not considered for award of a contract: 

•	The Issuing Officer must receive the Bid Proposal, and any amendments thereof, prior to or on the due date and time (See RFP Sections 2.8 and 2.9).
•	The applicant is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from receiving federal funding by any federal department or agency (See RFP Additional Certifications Attachment).
•	The applicant is eligible to submit a bid in accordance with the Applicant Eligibility Requirements of this RFP (See RFP Applicant Eligibility Requirements Section).  
•	The Applicant’s budget or budget narrative do not indicate funding from the Employment Transformation grants would be used on the following:
o	Bonuses for employees
o	Purchases of vehicles 
o	Purchases of property or rental of property 
o	Capital improvements or construction projects.

2.13.2  Reasons Proposals May be Disqualified.
Applicants are expected to follow the specifications set forth in this RFP.  However, it is not the Agency’s intent to disqualify Bid Proposals that suffer from correctible flaws.  At the same time, it is important to maintain fairness to all applicants in the procurement process.  Therefore, the Agency reserves the discretion to permit cure of variances, waive variances, or disqualify Bid Proposals for reasons that include, but may not be limited to, the following: 

•	Applicant initiates unauthorized contact regarding this RFP with employees other than the Issuing Officer (See RFP Section 2.2);
•	Applicant fails to comply with the RFP’s formatting specifications so that the Bid Proposal cannot be fairly compared to other bids (See RFP Section 3.1);
•	Applicant fails, in the Agency’s opinion, to include the content required for the RFP;
•	Applicant fails to be fully responsive in the Applicant’s Approach to Meeting Deliverables Section, states an element of the Scope of Work cannot or will not be met, or does not include information necessary to substantiate that it will be able to meet the Scope of Work specifications (See RFP Section 3.2.4); 
•	Applicant’s response materially changes Scope of Work specifications;
•	Applicant fails to submit the RFP attachments containing all signatures (See RFP Section 3.2.3);
•	Applicant marks entire Bid Proposal confidential, makes excessive claims for confidential treatment, or identifies pricing information in the Cost Proposal as confidential (See RFP Section 3.1);
•	Applicant includes assumptions in its Bid Proposal (See RFP Section 2.7); or
•	Applicant fails to respond to the Agency’s request for clarifications, information, documents, or references that the Agency may make at any point in the RFP process.

The determination of whether or not to disqualify a proposal and not consider it for award of a contract for any of these reasons, or to waive or permit cure of variances in Bid Proposals, is at the sole discretion of the Agency.  No applicant shall obtain any right by virtue of the Agency’s election to not exercise that discretion.  In the event the Agency waives or permits cure of variances, such waiver or cure will not modify the RFP specifications or excuse the applicant from full compliance with RFP specifications or other contract requirements if the applicant enters into a contract.  

2.14  Bid Proposal Clarification Process.    	
The Agency may request clarifications from applicants for the purpose of resolving ambiguities or questioning information presented in the Bid Proposals.  Clarifications may occur throughout the Bid Proposal evaluation process.  Clarification responses shall be in writing and shall address only the information requested.  Responses shall be submitted to the Agency within the time stipulated at the occasion of the request.    

2.15  Verification of Bid Proposal Contents.    
The contents of a Bid Proposal submitted by an applicant are subject to verification.  

2.16  Reference Checks.
The Agency reserves the right to contact any reference to assist in the evaluation of the Bid Proposal, to verify information contained in the Bid Proposal, to discuss the applicant’s qualifications, and/or to discuss the qualifications of any subcontractor identified in the Bid Proposal.    

2.17  Information from Other Sources.
The Agency reserves the right to obtain and consider information from other sources concerning a applicant, such as the applicant’s capability and performance under other contracts, and the applicant’s authority and ability to conduct business in the State of Iowa.  Such other sources may include subject matter experts.      

2.18  Criminal History and Background Investigation.
The Agency reserves the right to conduct criminal history and other background investigations of the applicant, its officers, directors, shareholders, or partners and managerial and supervisory personnel retained by the applicant for the performance of the resulting contract.  The Agency reserves the right to conduct criminal history and other background investigations of the applicant’s staff and subcontractors providing services under the resulting contract.    

2.19  Disposition of Bid Proposals.    
Opened Bid Proposals become the property of the Agency and will not be returned to the applicant.  Upon issuance of the Notice of Intent to Award, the contents of all Bid Proposals will be in the public domain and be open to inspection by interested parties subject to exceptions provided in Iowa Code chapter 22 or other applicable law.    

2.20  Public Records and Request for Confidential Treatment.
Original information submitted by an applicant may be treated as public information by the Agency following the conclusion of the selection process unless the applicant properly requests that information be treated as confidential at the time of submitting the Application.  See the Application Proposal Formatting Section for the proper method for making such requests.  The Agency’s release of information is governed by Iowa Code chapter 22.  Applicants are encouraged to familiarize themselves with Chapter 22 before submitting an Application.  The Agency will copy public records as required to comply with public records laws.    

The Agency will treat the information marked confidential as confidential information to the extent such information is determined confidential under Iowa Code chapter 22 or other applicable law by a court of competent jurisdiction.    

In the event the Agency receives a request for information marked confidential, written notice shall be given to the applicant seventy-two (72) hours prior to the release of the information to allow the applicant to seek injunctive relief pursuant to Iowa Code § 22.8.    

The applicant’s failure to request confidential treatment of material pursuant to this section and the relevant law will be deemed, by the Agency, as a waiver of any right to confidentiality that the applicant may have had.    

2.21  Copyrights.
By submitting a Application the applicant agrees that the Agency may copy the Application for purposes of facilitating the evaluation of the Application  or to respond to requests for public records.  By submitting a Bid Proposal, the applicant acknowledges that additional copies may be produced and distributed, and represents and warrants that such copying does not violate the rights of any third party.  The Agency shall have the right to use ideas or adaptations of ideas that are presented in the Bid Proposals.    

2.22  Release of Claims.
By submitting a Bid Proposal, the applicant agrees that it shall not bring any claim or cause of action against the Agency based on any misunderstanding concerning the information provided herein or concerning the Agency's failure, negligent or otherwise, to provide the applicant with pertinent information as intended by this RFP.    

2.23  Reserved.  (Presentations)  

2.24  Notice of Intent to Award.
Notice of Intent to Award will be sent to all applicants that submitted a Bid Proposal by the due date and time.  The Notice of Intent to Award does not constitute the formation of a contract between the Agency and the apparent successful applicant.    

2.25  Acceptance Period.
The Agency shall make a good faith effort to negotiate and execute the contract.  If the apparent successful applicant fails to negotiate and execute a contract, the Agency may, in its sole discretion, revoke the Notice of Intent to Award and negotiate a contract with another applicant or withdraw the RFP.  The Agency further reserves the right to cancel the Notice of Intent to Award at any time prior to the execution of a written contract.    

2.26  Review of Notice of Disqualification or Notice of Intent to Award Decision.
Applicants may request reconsideration of either a notice of disqualification or notice of intent to award decision by submitting a written request to the Agency:    

Bureau Chief
c/o Bureau of Service Contract Support
Department of Human Services 
Hoover State Office Building, 1st Floor
1305 E. Walnut Street
Des Moines, Iowa 50319-0114
email:  reconsiderationrequest@dhs.state.ia.us

The Agency must receive the written request for reconsideration within five days from the date of the notice of disqualification or notice of intent to award decision, whichever is earlier.  The written request may be mailed, emailed, or delivered.  It is the applicant’s responsibility to assure timely delivery of the request for reconsideration.  The request for reconsideration shall clearly and fully identify all issues being contested by reference to the page and section number of the RFP.  If a applicant submitted multiple Bid Proposals and requests that the Agency reconsider a notice of disqualification or notice of intent to award decision for more than one Bid Proposal, a separate written request shall be submitted for each.  At the Agency’s discretion, requests for reconsideration from the same applicant may be reviewed separately or combined into one response.  The Agency will expeditiously address the request for reconsideration and issue a decision.  The applicant may choose to file an appeal with the Agency within five days of the date of the decision on reconsideration in accordance with 441 IAC 7.41 et seq.  

2.27  Definition of Contract.
The full execution of a written contract shall constitute the making of a contract for services and no applicant shall acquire any legal or equitable rights relative to the contract services until the contract has been fully executed by the apparent successful applicant and the Agency.    

2.28  Choice of Law and Forum.
This RFP and the resulting contract are to be governed by the laws of the State of Iowa without giving effect to the conflicts of law provisions thereof.  Changes in applicable laws and rules may affect the negotiation and contracting process and the resulting contract.  Applicants are responsible for ascertaining pertinent legal requirements and restrictions.  Any and all litigation or actions commenced in connection with this RFP shall be brought and maintained in the appropriate Iowa forum.    

2.29  Restrictions on Gifts and Activities.    	
Iowa Code chapter 68B restricts gifts that may be given or received by state employees and requires certain individuals to disclose information concerning their activities with state government.  Applicants must determine the applicability of this Chapter to their activities and comply with the requirements.  In addition, pursuant to Iowa Code § 722.1, it is a felony offense to bribe or attempt to bribe a public official.    

2.30  Exclusivity.
Any contract resulting from this RFP shall not be an exclusive contract.

2.31  No Minimum Guaranteed.
The Agency anticipates that the selected applicant will provide services as requested by the Agency.  The Agency does not guarantee that any minimum compensation will be paid to the applicant or any minimum usage of the applicant’s services. 

2.32  Use of Subcontractors.
The Agency acknowledges that the selected applicant may contract with third parties for the performance of any of the Contractor’s obligations.  The Agency reserves the right to provide prior approval for any subcontractor used to perform services under any contract that may result from this RFP.

2.33 Applicant Continuing Disclosure Requirement.
To the extent that applicants are required to report incidents when responding to this RFP related to damages, penalties, disincentives, administrative or regulatory proceedings, founded child or dependent adult abuse, or felony convictions, these matters are subject to continuing disclosure to the Agency.  Incidents occurring after submission of a Bid Proposal, and with respect to the successful applicant after the execution of a contract, shall be disclosed in a timely manner in a written statement to the Agency.  For purposes of this subsection, timely means within thirty (30) days from the date of conviction, regardless of appeal rights.  

Section 3 How to Submit A Bid Proposal: Format and Content Specifications
To respond to this RFP, applicants must fully complete and submit the application packet that is posted jointly with this RFP at the State’s procurement website, State of Iowa Bid Opportunities. This document is titled Application Packet for the Employment Transformation Initiative Grant.

Section 4 Evaluation Of Bid Proposals

4.1  Introduction.
This section describes the evaluation process that will be used to determine which Bid Proposal provides the greatest benefit to the Agency.  When making this determination, the Agency will not necessarily award a contract to the applicant offering the lowest cost to the Agency or to the applicant with the highest point total.  Rather, a contract will be awarded to the applicant that offers the greatest benefit to the Agency. 

4.2  Evaluation Committee.
The Agency intends to conduct a comprehensive, fair and impartial evaluation of Bid Proposals received in response to this RFP.  In making this determination, the Agency will be represented by an evaluation committee.  

4.3  Proposal Scoring and Evaluation Criteria.  
The evaluation committee will use the method described in this section to assist with initially determining the relative merits of each Bid Proposal.

Scoring Guide.
Points will be assigned to each evaluation component as follows, unless otherwise designated:
4 	Applicant has agreed to comply with the requirements and provided a clear and compelling description of how each requirement would be met, with relevant supporting materials.  Applicant’s proposed approach frequently goes above and beyond the minimum requirements and indicates superior ability to serve the needs of the Agency.	
3	Applicant has agreed to comply with the requirements and provided a good and complete description of how the requirements would be met.  Response clearly demonstrates a high degree of ability to serve the needs of the Agency.	
2	Applicant has agreed to comply with the requirements and provided an adequate description of how the requirements would be met.  Response indicates adequate ability to serve the needs of the Agency.	
1	Applicant has agreed to comply with the requirements and provided some details on how the requirements would be met.  Response does not clearly indicate if all the needs of the Agency will be met.	
0	Applicant has not addressed any of the requirements or has provided a response that is limited in scope, vague, or incomplete.  Response did not provide a description of how the Agency’s needs would be met.	

Technical Proposal Components.
When Bid Proposals are evaluated, the total points for each component are comprised of the component’s assigned weight multiplied by the score the Bid Proposal earns.  Points for all components will be added together.  The evaluation components, including maximum points that may be awarded, are as follows:

Technical Proposal Components	Weight	Score (0-4)	Potential Maximum Points	
Project Description and Purpose	8
	-------	32	
Objectives/Outcomes	8
	-------	32	
Implementation plan 	5
	-------	20	
Budget proposal 	4
	-------	16	

4.4  Recommendation of the Evaluation Committee.  
The evaluation committee shall present a final ranking and recommendation(s) to the Executive Director of the DD Council for consideration.  In making this recommendation, the committee is not bound by any scores or scoring system used to assist with initially determining the relative merits of each Bid Proposal.  This recommendation may include, but is not limited to, the name of one or more applicants recommended for selection or a recommendation that no applicant be selected.  The Executive Director shall consider the committee’s recommendation when making the final decision, but is not bound by the recommendation.  

Attachment: Sample Contract

(These contract terms contained in the Special Terms and General Terms for Services Contracts are not intended to be a complete listing of all contract terms but are provided only to enable applicants to better evaluate the costs associated with the RFP and the potential resulting contract.  Applicants should plan on such terms being included in any contract entered into as a result of this RFP.  All costs associated with complying with these terms should be included in the Cost Proposal or any pricing quoted by the applicant.  See RFP Section 3.1 regarding applicant exceptions to contract language.)

This is a sample form.  DO NOT complete and return this attachment.

CONTRACT DECLARATIONS AND EXECUTION

RFP #	Contract #	
DDC-19-005	{To be completed when contract is drafted.} 	
Title of Contract	
{To be completed when contract is drafted.} 	

This Contract must be signed by all parties before the Contractor provides any Deliverables. The Agency is not obligated to make payment for any Deliverables provided by or on behalf of the Contractor before the Contract is signed by all parties.  This Contract is entered into by the following parties:
Agency of the State (hereafter “Agency”)	
Iowa Department of Human Services	
Contractor:  (hereafter “Contractor”)	

Contract Information	
Start Date:   {To be completed when contract is drafted.} 
	End Date of Base Term of Contract:  
End Date of Contract:  
{To be completed when contract is drafted.} 	
Possible Extension(s):	
Contractor a Business Associate? No	Contractor subject to Iowa Code Chapter 8F?  Unknown	
Contract Include Sharing SSA Data?  No	Contractor a Qualified Service Organization?  No	
Contract Warranty Period (hereafter “Warranty Period”):  One year from the date on which Agency provides notice of Final Acceptance.   	Contract Contingent on Approval of Another Agency:  
No
  	
Security & Privacy Office Data Confirmation Number:
N/A		
Contract Payments include Federal Funds?  Yes
The contractor for federal reporting purposes under this contract is a:  Subrecipient or vendor  {To be completed when contract is drafted.}
DUNS#:  {To be completed when contract is drafted.}
Office of Child Support Enforcement (“OCSE”) Funded Percentage:  {To be completed when contract is drafted if applicable.}
The Name of the Pass-Through Entity:  {To be completed when contract is drafted.}
CFDA #:  {To be completed when contract is drafted.}
Grant Name:  {To be completed when contract is drafted.}
Federal Awarding Agency Name:  {To be completed when contract is drafted.}	

This Contract consists of the above information, the attached General Terms for Services Contracts, Special Terms, and all Special Contract Attachments.  

SECTION 1: SPECIAL TERMS

1.1 Special Terms Definitions. 
{To be completed when contract is drafted.}
1.2 Contract Purpose. 
{To be completed when contract is drafted.} 

1.3 Scope of Work.  
1.3.1 Deliverables, Performance Measures, and Monitoring Activities.
The Contractor shall provide the following:   
{To be completed when contract is drafted.} 

1.3.2 Monitoring, Review, and Problem Reporting. 

1.3.2.1 Agency Monitoring Clause.  The Contract Manager or designee will:
•	Verify Invoices and supporting documentation itemizing work performed prior to payment;
•	Determine compliance with general contract terms, conditions, and requirements; and 
•	Assess compliance with Deliverables, performance measures, or other associated requirements in accordance with the monitoring activities set forth in the Deliverables, Performance Measures, and Monitoring Activities Section.

1.3.2.2 Agency Review Clause.  The Contract Manager or designee will use the results of monitoring activities and other relevant data to assess the Contractor’s overall performance and compliance with the Contract.  At a minimum, the Agency will conduct a review semi-annually; however, reviews may occur more frequently at the Agency’s discretion.  As part of the review(s), the Agency may require the Contractor to provide additional data, may perform on-site reviews, and may consider information from other sources. 

The Agency may require one or more meetings to discuss the outcome of a review.  Meetings may be held in person.  During the review meetings, the parties will discuss the Deliverables that have been provided or are in process under this Contract, achievement of the performance measures, and any concerns identified through the Agency’s contract monitoring activities.  

1.3.2.3 Problem Reporting.  As stipulated by the Agency, the Contractor and/or Agency shall provide a report listing any problem or concern encountered.  Records of such reports and other related communications issued in writing during the course of Contract performance shall be maintained by the parties.  At the next scheduled meeting after a problem has been identified in writing, the party responsible for resolving the problem shall provide a report setting forth activities taken or to be taken to resolve the problem together with the anticipated completion dates of such activities.  Any party may recommend alternative courses of action or changes that will facilitate problem resolution.  The Contract Owner has final authority to approve problem-resolution activities.

The Agency’s acceptance of a problem report shall not relieve the Contractor of any obligation under this Contract or waive any other remedy.  The Agency’s inability to identify the extent of a problem or the extent of damages incurred because of a problem shall not act as a waiver of performance or damages under this Contract.  

1.3.2.4 Addressing Deficiencies.  To the extent that Deficiencies are identified in the Contractor’s performance and notwithstanding other remedies available under this Contract, the Agency may require the Contractor to develop and comply with a plan acceptable to the Agency to resolve the Deficiencies.

1.3.3 Contract Payment Clause.

1.3.3.1 Pricing.  In accordance with the payment terms outlined in this section and the Contractor’s completion of the Scope of Work as set forth in this Contract, the Contractor will be compensated as follows:  
{To be determined.} 

1.3.3.2 Payment Methodology.
{To be completed when contract is drafted.}
1.3.3.3 Timeframes for Regular Submission of Initial and Adjusted Invoices.  The Contractor shall submit an Invoice for services rendered in accordance with this Contract.  Invoice(s) shall be submitted monthly.  Unless a longer timeframe is provided by federal law, and in the absence of the express written consent of the Agency, all Invoices shall be submitted within six months from the last day of the month in which the services were rendered.  All adjustments made to Invoices shall be submitted to the Agency within ninety (90) days from the date of the Invoice being adjusted.  Invoices shall comply with all applicable rules concerning payment of such claims.  

1.3.3.4 Submission of Invoices at the End of State Fiscal Year.  Notwithstanding the timeframes above, and absent (1) longer timeframes established in federal law or (2) the express written consent of the Agency, the Contractor shall submit all Invoices to the Agency for payment by August 1st for all services performed in the preceding state fiscal year (the State fiscal year ends June 30).  

1.3.3.5 Payment of Invoices.  The Agency shall verify the Contractor’s performance of the Deliverables and timeliness of Invoices before making payment.  The Agency will not pay Invoices that are not considered timely as defined in this Contract.  If the Contractor wishes for untimely Invoice(s) to be considered for payment, the Contractor may submit the Invoice(s) in accordance with instructions for the Long Appeal Board Process to the State Appeal Board for consideration.  Instructions for this process may be found at:  http://www.dom.state.ia.us/appeals/general_claims.html.  

The Agency shall pay all approved Invoices in arrears.  The Agency may pay in less than sixty (60) days, but an election to pay in less than sixty (60) days shall not act as an implied waiver of Iowa law.

1.3.3.6 Reimbursable Expenses.  Unless otherwise agreed to by the parties in an amendment to the Contract that is executed by the parties, the Contractor shall not be entitled to receive any other payment or compensation from the State for any Deliverables provided by or on behalf of the Contractor  pursuant to 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. 

1.3.3.7 Travel Expenses.  If the Contract requires the Agency to reimburse the Contractor for costs associated with transportation, meals, and lodging incurred by the Contractor for travel, such reimbursement shall be limited to travel directly related to the services performed pursuant to this Contract that has been approved in advance by the Agency in writing.  Travel-related expenses shall not exceed the maximum reimbursement rates applicable to employees of the State of Iowa as set forth in the Department of Administrative Services’ State Accounting Policy and Procedures Manual, Section 210 https://das.iowa.gov/state-accounting/sae-policies-procedures-manual, and must be consistent with all Iowa Executive Orders currently in effect. The Contractor agrees to use the most economical means of transportation available and shall comply with all travel policies of the State.  The Contractor shall submit original, itemized receipts and any other supporting documentation required by Section 210 and Iowa Executive Orders to substantiate expenses submitted for reimbursement.  

1.4 Insurance Coverage.  
The Contractor and any subcontractor shall obtain the following types of insurance for at least the minimum amounts listed below: 

Type of Insurance	Limit	Amount	

			
Workers’ Compensation and Employer Liability	As required by Iowa law	As Required by Iowa law	

SECTION 2.  GENERAL TERMS FOR SERVICES CONTRACTS

2.1 Definitions.  Definitions in this section correspond with capitalized terms in the Contract.

“Acceptance” means that the Agency has determined that one or more Deliverables satisfy the Agency’s Acceptance Tests.  Final Acceptance means that the Agency has determined that all Deliverables satisfy the Agency’s Acceptance Tests.  Non-acceptance means that the Agency has determined that one or more Deliverables have not satisfied the Agency’s Acceptance Tests. 
“Acceptance Criteria” means the Specifications, goals, performance measures, testing results and/or other criteria designated by the Agency and against which the Deliverables may be evaluated for purposes of Acceptance or Non-acceptance thereof. 
“Acceptance Tests” or “Acceptance Testing” mean the tests, reviews, and other activities that are performed by or on behalf of the Agency to determine whether the Deliverables meet the Acceptance Criteria or otherwise satisfy the Agency, as determined by the Agency in its sole discretion. 
“Applicable Law” means all applicable federal, state, and local laws, rules, ordinances, regulations, orders, guidance, and policies in place at Contract execution as well as any and all future amendments, changes, and additions to such laws as of the effective date of such change.  Applicable Law includes, without limitation, all laws that pertain to the prevention of discrimination in employment and in the provision of services (e.g., Iowa Code ch. 216 and Iowa Code § 19B.7).  For employment, this would include equal employment opportunity and affirmative action, and the use of targeted small businesses as subcontractors of suppliers.  The term Applicable Law also encompasses the applicable provisions of Section 508 of the Rehabilitation Act of 1973, as amended, and all standards and requirements established by the Architectural and Transportation Barriers Access Board and the Iowa Office of the Chief Information Officer.   
“Bid Proposal” or “Proposal” means the Contractor’s proposal submitted in response to the Solicitation, if this Contract arises out of a competitive process.  
“Business Days” means any day other than a Saturday, Sunday, or State holiday as specified by Iowa Code §1C.2. 
“Confidential Information” means, subject to any applicable State and federal laws and regulations, including but not limited to Iowa Code Chapter 22, any confidential or proprietary information or trade secrets disclosed by either party (a “Disclosing Party”) to the other party (a “Receiving Party”) that, at the time of disclosure, is designated as confidential (or like designation), is disclosed in circumstances of confidence, or would be understood by the parties, exercising reasonable business judgment, to be confidential.  Regardless of whether or not the following information is designated as confidential, the term Confidential Information includes information that could be used to identify recipients or applicants of Agency services and recipients of Contract services including Protected Health Information (45 C.F.R. § 160.103) and Personal Information (Iowa Code § 715C.1(11)), Agency security protocols and procedures, Agency system architecture, information that could compromise the security of the Agency network or systems, and information about the Agency’s current or future competitive procurements, including the evaluation process prior to the formal announcement of results.
	Confidential Information does not include any information that:  (1) was rightfully in the possession of the Receiving Party from a source other than the Disclosing Party prior to the time of disclosure of the information by the Disclosing Party to the Receiving Party; (2) was known to the Receiving Party prior to the disclosure of the information by the Disclosing Party; (3) was disclosed to the Receiving Party without restriction by an independent third party having a legal right to disclose the information; (4) is in the public domain or shall have become publicly available other than as a result of disclosure by the Receiving Party in violation of this Agreement or in breach of any other agreement with the Disclosing Party; (5) is independently developed by the Receiving Party without any reliance on Confidential Information disclosed by the Disclosing Party; or (6) is disclosed by the Receiving Party with the written consent of the Disclosing Party.
“Contract” means the collective documentation memorializing the terms of the agreement between the Agency and the Contractor identified in the Contract Declarations and Execution Section and includes the signed Contract Declarations and Execution Section, the General Terms for Services Contracts, the Special Terms, and any Special Contract Attachments, as these documents may be amended from time to time.
 “Deficiency” means a defect, flaw, anomaly, failure, omission, interruption of service, or other problem of any nature whatsoever with respect to a Deliverable, including, without limitation, any failure of a Deliverable to conform to or meet an applicable specification.  Deficiency also includes the lack of something essential or necessary for completeness or proper functioning of a Deliverable. 
“Deliverables” means all of the services, goods, products, work, work product, data, items, materials and property to be created, developed, produced, delivered, performed, or provided by or on behalf of, or made available through, the Contractor (or any agent, contractor or subcontractor of the Contractor) in connection with this Contract.  This includes data that is collected on behalf of the Agency.
“Documentation” means any and all technical information, commentary, explanations, design documents, system architecture documents, database layouts, test materials, training materials, guides, manuals, worksheets, notes, work papers, and all other information, documentation and materials related to or used in conjunction with the Deliverables, in any medium, including hard copy, electronic, digital, and magnetically or optically encoded media. 
“Force Majeure” means an event that no human foresight could anticipate or which if anticipated, is incapable of being avoided.  Circumstances must be abnormal and unforeseeable, so that the consequences could not have been avoided through the exercise of all due care.  The delay or impossibility of performance must be beyond the control and without the fault or negligence of the parties.  Force Majeure does not include: financial difficulties of the Contractor or any parent, subsidiary, affiliated or associated company of the Contractor; claims or court orders that restrict the Contractor’s ability to deliver the Deliverables contemplated by this Contract; strikes; labor unrest; or supply chain disruptions.  
“Invoice” means a Contractor’s claim for payment.  At the Agency’s discretion, claims may be submitted on an original invoice from the Contractor or may be submitted on a claim form acceptable to the Agency, such as a General Accounting Expenditure (GAX) form.
“Solicitation” means the formal or informal procurement (and any Addenda thereto) identified in the Contracts Declarations and Execution Section that was issued to solicit the Bid Proposal leading to this Contract. 
“Special Contract Attachments” means any attachment to this Contract.
“Special Terms” means the Section of the Contract entitled “Special Terms” that contains terms specific to this Contract, including but not limited to the Scope of Work and contract payment terms.  If there is a conflict between the General Terms for Services Contracts and the Special Terms, the Special Terms shall prevail. 
“Specifications” means all specifications, requirements, technical standards, performance standards, representations, and other criteria related to the Deliverables stated or expressed in this Contract, the Documentation, the Solicitation, and the Bid Proposal.  Specifications shall include the Acceptance Criteria and any specifications, standards, or criteria stated or set forth in any applicable state, federal, foreign, and local laws, rules and regulations.  The Specifications are incorporated into this Contract by reference as if fully set forth in this Contract. 
“State” means the State of Iowa, the Agency, and all State of Iowa agencies, boards, and commissions, and when this Contract is available to political subdivisions, any political subdivisions of the State of Iowa. 

2.2 Duration of Contract.  The term of the Contract shall begin and end on the dates specified in the Contract Declarations and Execution Section, unless extended or terminated earlier in accordance with the termination provisions of this Contract.  The Agency may, in its sole discretion, amend the end date of this Contract by exercising any applicable extension by giving the Contractor a written extension at least sixty (60) days prior to the expiration of the initial term or renewal term. 

2.3 Scope of Work.  The Contractor shall provide Deliverables that comply with and conform to the Specifications.  Deliverables shall be performed within the boundaries of the United States.

2.4 Compensation. 
2.4.1 Withholding Payments.  In addition to pursuing any other remedy provided herein or by law, the Agency may withhold compensation or payments to the Contractor, in whole or in part, without penalty to the Agency or work stoppage by the Contractor, in the event the Agency determines that: (1) the Contractor has failed to perform any of its duties or obligations as set forth in this Contract; (2) any Deliverable has failed to meet or conform to any applicable Specifications or contains or is experiencing a Deficiency; or (3) the Contractor has failed to perform Close-Out Event(s).  No interest shall accrue or be paid to the Contractor on any compensation or other amounts withheld or retained by the Agency under this Contract.
2.4.2 Erroneous Payments and Credits.  The Contractor shall promptly repay or refund the full amount of any overpayment or erroneous payment within thirty (30) Business Days after either discovery by the Contractor or notification by the Agency of the overpayment or erroneous payment.
2.4.3 Offset 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 or agreement, pursuant to a judgment, or pursuant to any law, the State may, in its sole discretion, offset any such sum against: (1) any sum Invoiced by, or owed to, the Contractor under this Contract, or (2) any sum or amount owed by the State to the Contractor, unless otherwise required by law.  The Contractor agrees that this provision constitutes proper and timely notice under any applicable laws governing offset. 

2.5 Termination. 
2.5.1 Termination for Cause by the Agency.  The Agency may terminate this Contract upon written notice for the breach by the Contractor or any subcontractor of any material term, condition or provision of this Contract, if such breach is not cured within the time period specified in the Agency’s notice of breach or any subsequent notice or correspondence delivered by the Agency to the Contractor, provided that cure is feasible.  In addition, the Agency may terminate this Contract effective immediately without penalty and without advance notice or opportunity to cure for any of the following reasons: 
2.5.1.1 The Contractor furnished any statement, representation, warranty, or certification in connection with this Contract, the Solicitation, or the Bid Proposal that is false, deceptive, or materially incorrect or incomplete; 
2.5.1.2 The Contractor or any of the Contractor’s officers, directors, employees, agents, subsidiaries, affiliates, contractors or subcontractors has committed or engaged in fraud, misappropriation, embezzlement, malfeasance, misfeasance, or bad faith;
2.5.1.3 The Contractor or any parent or affiliate of the Contractor owning a controlling interest in the Contractor dissolves; 
2.5.1.4 The Contractor terminates or suspends its business; 
2.5.1.5 The Contractor’s corporate existence or good standing in Iowa is suspended, terminated, revoked or forfeited, or any license or certification held by the Contractor related to the Contractor’s performance under this Contract is suspended, terminated, revoked, or forfeited; 
2.5.1.6 The Contractor has failed to comply with any applicable international, federal, state (including, but not limited to Iowa Code Chapter 8F), or local laws, rules, ordinances, regulations, or orders when performing within the scope of this Contract; 
2.5.1.7 The Agency determines or believes the Contractor has engaged in conduct that: (1) has or may expose the Agency or the State to material liability; or (2) has caused or may cause a person’s life, health, or safety to be jeopardized; 
2.5.1.8 The Contractor infringes or allegedly infringes or violates any patent, trademark, copyright, trade dress, or any other intellectual property right or proprietary right, or the Contractor misappropriates or allegedly misappropriates a trade secret;
2.5.1.9 The Contractor fails to comply with any applicable confidentiality laws, privacy laws, or any provisions of this Contract pertaining to confidentiality or privacy; or 
2.5.1.10 Any of the following has been engaged in by or occurred with respect to the Contractor or any corporation, shareholder or entity having or owning a controlling interest in the Contractor: 
•	Commencing or permitting a filing against it which is not discharged within ninety (90) days, of a case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect; or filing an answer admitting the material allegations of a petition filed against it in any involuntary case or other proceeding commenced against it seeking liquidation, reorganization, or other relief under any bankruptcy, insolvency, or other similar law now or hereafter in effect with respect to it or its debts; or consenting to any such relief or to the appointment of or taking possession by any such official in any voluntary case or other proceeding commenced against it seeking liquidation, reorganization, or other relief under any bankruptcy, insolvency, or other similar law now or hereafter in effect with respect to it or its debts; 
•	Seeking or suffering the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its assets; 
•	Making an assignment for the benefit of creditors; 
•	Failing, being unable, or admitting in writing the inability generally to pay its debts or obligations as they become due or failing to maintain a positive net worth and such additional capital and liquidity as is reasonably adequate or necessary in connection with the Contractor’s performance of its obligations under this Contract; or 
•	Taking any action to authorize any of the foregoing.  
2.5.2 Termination Upon Notice.  Following a thirty (30) day written notice, the Agency may terminate this Contract in whole or in part without penalty and without incurring any further obligation to the Contractor.  Termination can be for any reason or no reason at all. 
2.5.3 Termination Due to Lack of Funds or Change in Law.  Notwithstanding anything in this Contract to the contrary, and subject to the limitations set forth below, the Agency shall have the right to terminate this Contract without penalty and without any advance notice as a result of any of the following: 
2.5.3.1	The legislature or governor fail in the sole opinion of the Agency to appropriate funds sufficient to allow the Agency to either meet its obligations under this Contract or to operate as required and to fulfill its obligations under this Contract; or 
2.5.3.2	If funds are de-appropriated, reduced, not allocated, or receipt of funds is delayed, or if any funds or revenues needed by the Agency to make any payment hereunder are insufficient or unavailable for any other reason as determined by the Agency in its sole discretion; or 
2.5.3.3	If the Agency’s authorization to conduct its business or engage in activities or operations related to the subject matter of this Contract is withdrawn or materially altered or modified; or 
2.5.3.4	If the Agency’s duties, programs or responsibilities are modified or materially altered; or 
2.5.3.5	If there is a decision of any court, administrative law judge or an arbitration panel or any law, rule, regulation, or order is enacted, promulgated, or issued that materially or adversely affects the Agency’s ability to fulfill any of its obligations under this Contract.  
The Agency shall provide the Contractor with written notice of termination pursuant to this section. 
2.5.4 Other remedies.  The Agency’s right to terminate this Contract shall be in addition to and not exclusive of other remedies available to the Agency, and the Agency shall be entitled to exercise any other rights and pursue any remedies, in law, at equity, or otherwise. 
2.5.5 Limitation of the State’s Payment Obligations.  In the event of termination of this Contract for any reason by either party (except for termination by the Agency pursuant to Section 2.5.1, Termination for Cause by the Agency) the Agency shall pay only those amounts, if any, due and owing to the Contractor hereunder for Deliverables actually and satisfactorily provided in accordance with the provisions of this Contract up to and including the date of termination of this Contract and for which the Agency is obligated to pay pursuant to this Contract; provided however, that in the event the Agency terminates this Contract pursuant to Section 2.5.3, Termination Due to Lack of Funds or Change in Law, the Agency’s obligation to pay the Contractor such amounts and other compensation shall be limited by, and subject to, legally available funds. Payment will be made only upon submission of Invoices and proper proof of the Contractor’s claim. Notwithstanding the foregoing, this section in no way limits the rights or remedies available to the Agency and shall not be construed to require the Agency to pay any compensation or other amounts hereunder in the event of the Contractor’s breach of this Contract or any amounts withheld by the Agency in accordance with the terms of this Contract. The Agency shall not be liable, under any circumstances, for any of the following: 
2.5.5.1 The payment of unemployment compensation to the Contractor’s employees; 
2.5.5.2 The payment of workers’ compensation claims, which occur during the Contract or extend beyond the date on which the Contract terminates; 
2.5.5.3 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;
2.5.5.4 Any damages or other amounts associated with the loss of prospective profits, anticipated sales, goodwill, or for expenditures, investments, or commitments made in connection with this Contract; or
2.5.5.5 Any taxes the Contractor may owe in connection with the performance of this Contract, including, but not limited to, sales taxes, excise taxes, use taxes, income taxes, or property taxes. 
2.5.6 Contractor’s Contract Close-Out Duties.  Upon receipt of notice of termination, at expiration of the Contract, or upon request of the Agency (hereafter, “Close-Out Event”), the Contractor shall: 
2.5.6.1 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 Close-Out Event, describing the status of all work performed under the Contract and such other matters as the Agency may require. 
2.5.6.2 Immediately cease using and return to the Agency any property or materials, whether tangible or intangible, provided by the Agency to the Contractor. 
2.5.6.3 Cooperate in good faith with the Agency and its employees, agents, and independent contractors during the transition period between the Close-Out Event and the substitution of any replacement service provider. 
2.5.6.4 Immediately return to the Agency any payments made by the Agency for Deliverables that were not rendered or provided by the Contractor. 
2.5.6.5 Immediately deliver to the Agency any and all Deliverables for which the Agency has made payment (in whole or in part) that are in the possession or under the control of the Contractor or its agents or subcontractors in whatever stage of development and form of recordation such property is expressed or embodied at that time. 
2.5.7 Termination for Cause by the Contractor. The Contractor may only terminate this Contract for the breach by the Agency of any material term of this Contract, if such breach is not cured within sixty (60) days of the Agency’s receipt of the Contractor’s written notice of breach. 

2.6 Reserved. (Change Order Procedure)

2.7 Indemnification.  
2.7.1 By the Contractor.  The Contractor agrees to indemnify and hold harmless the State and its officers, appointed and elected officials, board and commission members, employees, volunteers, and agents (collectively the “Indemnified Parties”), from any and all costs, expenses, losses, claims, damages, liabilities, settlements, and judgments (including, without limitation, the reasonable value of the time spent by the Attorney General’s Office,) and the costs, expenses, and attorneys’ fees of other counsel retained by the Indemnified Parties directly or indirectly related to, resulting from, or arising out of this Contract, including but not limited to any claims related to, resulting from, or arising out of: 
2.7.1.1 Any breach of this Contract; 
2.7.1.2	Any negligent, intentional, or wrongful act or omission of the Contractor or any agent or subcontractor utilized or employed by the Contractor; 
2.7.1.3 The Contractor’s performance or attempted performance of this Contract, including any agent or subcontractor utilized or employed by the Contractor; 
2.7.1.4 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; 
2.7.1.5 Any claim of misappropriation of a trade secret or infringement or violation of any intellectual property rights, proprietary rights, or personal rights of any third party, including any claim that any Deliverable or any use thereof (or the exercise of any rights with respect thereto) infringes, violates, or misappropriates any patent, copyright, trade secret, trademark, trade dress, mask work, utility design, or other intellectual property right or proprietary right of any third party. 

2.8 Insurance.
2.8.1 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, which includes any extensions or renewals thereof.  The Contractor’s insurance shall, among other things: 
2.8.1.1 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.   
2.8.1.2 Name the State of Iowa and the Agency as additional insureds or loss payees on the policies for all coverages required by this Contract, with the exception of Workers’ Compensation, or the Contractor shall obtain an endorsement to the same effect; and
2.8.1.3 Provide a waiver of any subrogation rights that any of its insurance carriers might have against the State on the policies for all coverages required by this Contract, with the exception of Workers’ Compensation.
The requirements set forth in this section shall be indicated on the certificates of insurance coverage supplied to the Agency.
2.8.2 Types and Amounts of Insurance Required. Unless otherwise requested by the Agency in writing, the Contractor shall cause to be issued insurance coverages insuring the Contractor and/or subcontractors against all general liabilities, product liability, personal injury, property damage, and (where applicable) professional liability in the amount specified in the Special Terms for each occurrence.  In addition, the Contractor shall ensure it has any necessary workers’ compensation and employer liability insurance as required by Iowa law. 
2.8.3 Certificates of Coverage.  The Contractor shall submit certificates of the insurance, which indicate coverage and notice provisions as required by this Contract, to the Agency upon execution of this Contract.  The Contractor shall maintain all insurance policies required by this Contract in full force and effect during the entire term of this Contract, which includes any extensions or renewals thereof, and shall not permit such policies to be canceled or amended except with the advance written approval of the Agency.  The insurer shall state in the certificate that no cancellation of the insurance will be made without at least a thirty (30) day prior written notice to the Agency.  The certificates shall be subject to approval by the Agency.  Approval of the insurance certificates by the Agency shall not relieve the Contractor of any obligation under this Contract.
2.8.4 Notice of Claim.  Contractor shall provide prompt notice to the Agency of any claim related to the contracted services made by a third party.  If the claim matures to litigation, the Contractor shall keep the Agency regularly informed of the status of the lawsuit, including any substantive rulings.  The Contractor shall confer directly with the Agency about and before any substantive settlement negotiations.       

2.9  Ownership and Security of Agency Information.
2.9.1 Ownership and Disposition of Agency Information.  Any information either supplied by the Agency to the Contractor, or collected by the Contractor on the Agency’s behalf in the course of the performance of this Contract, shall be considered the property of the Agency (“Agency Information”).  The Contractor will not use the Agency Information for any purpose other than providing services under the Contract, nor will any part of the information and records be disclosed, sold, assigned, leased, or otherwise provided to third parties or commercially exploited by or on behalf of the Contractor.  The Agency shall own all Agency Information that may reside within the Contractor’s hosting environment and/or equipment/media.  
2.9.2 Foreign Hosting and Storage Prohibited.  Agency Information shall be hosted and/or stored within the continental United States only.
2.9.3 Access to Agency Information that is Confidential Information.  The Contractor’s employees, agents, and subcontractors may have access to Agency Information that is Confidential Information to the extent necessary to carry out responsibilities under the Contract.  Access to such Confidential Information shall comply with both the State’s and the Agency’s policies and procedures.  In all instances, access to Agency Information from outside of the United States and its protectorates, either by the Contractor, including a foreign office or division of the Contractor or its affiliates or associates, or any subcontractor, is prohibited.
2.9.4 No Use or Disclosure of Confidential Information.  Confidential Information collected, maintained, or used in the course of performance of the Contract shall only be used or disclosed by the Contractor as expressly authorized by law and only with the prior written consent of the Agency, either during the period of the Contract or thereafter.  The Contractor shall immediately report to the Agency any unauthorized use or disclosure of Confidential Information.  The Contractor may be held civilly or criminally liable for improper use or disclosure of Confidential Information.
2.9.5 Contractor Breach Notification Obligations.  The Contractor agrees to comply with all applicable laws that require the notification of individuals in the event of unauthorized use or disclosure of Confidential Information or other event(s) requiring notification in accordance with applicable law.  In the event of a breach of the Contractor's security obligations or other event requiring notification under applicable law, the Contractor agrees to follow Agency directives, which may include assuming responsibility for informing all such individuals in accordance with applicable laws, and to indemnify, hold harmless, and defend the State of Iowa against any claims, damages, or other harm related to such breach. 
2.9.6 Compliance of Contractor Personnel.  The Contractor and the Contractor’s personnel shall comply with the Agency’s and the State’s security and personnel policies, procedures, and rules, including any procedure which the Agency’s personnel, contractors, and consultants are normally asked to follow.  The Contractor agrees to cooperate fully and to provide any assistance necessary to the Agency in the investigation of any security breaches that may involve the Contractor or the Contractor’s personnel.  All services shall be performed in accordance with State Information Technology security standards and policies as well as Agency security protocols and procedures.  By way of example only, see Iowa Code 8B.23, http://secureonline.iowa.gov/links/index.html, and https://ocio.iowa.gov/home/standards.
2.9.7 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 Agency and cooperate with the Agency in any lawful effort to protect the Confidential Information.
2.9.8 Return and/or Destruction of Information.  Upon expiration or termination of the Contract for any reason, the Contractor agrees to comply with all Agency directives regarding the return or destruction of all Agency Information and any derivative work.  Delivery of returned Agency Information must be through a secured electronic transmission or by parcel service that utilizes tracking numbers.  Such information must be provided in a format useable by the Agency.  Following the Agency’s verified receipt of the Agency Information and any derivative work, the Contractor agrees to physically and/or electronically destroy or erase all residual Agency Information regardless of format from the entire Contractor’s technology resources and any other storage media.  This includes, but is not limited to, all production copies, test copies, backup copies and /or printed copies of information created on any other servers or media and at all other Contractor sites.  Any permitted destruction of Agency Information must occur in such a manner as to render the information incapable of being reconstructed or recovered.  The Contractor will provide a record of information destruction to the Agency for inspection and records retention no later than thirty (30) days after destruction.
2.9.9 Contractor’s Inability to Return and/or Destroy Information.  If for any reason the Agency Information cannot be returned and/or destroyed upon expiration or termination of the Contract, the Contractor agrees to notify the Agency with an explanation as to the conditions which make return and/or destruction not possible or feasible.  Upon mutual agreement by both parties that the return and/or destruction of the information is not possible or feasible, the Contractor shall make the Agency Information inaccessible.  The Contractor shall not use or disclose such retained Agency Information for any purposes other than those expressly permitted by the Agency.  The Contractor shall provide to the Agency a detailed description as to the procedures and methods used to make the Agency Information inaccessible no later than thirty (30) days after making the information inaccessible.  If the Agency provides written permission for the Contractor to retain the Agency Information in the Contractor’s information systems, the Contractor will extend the protections of this Contract to such information and limit any further uses or disclosures of such information.
2.9.10 Contractors that are Business Associates.  If the Contractor is the Agency’s Business Associate, and there is a conflict between the Business Associate Agreement and this Section 2.9, the provisions in the Business Associate Agreement shall control.

2.10 Intellectual Property.
2.10.1 Ownership and Assignment of Other Deliverables.  The Contractor agrees that the State and the Agency shall become the sole and exclusive owners of all Deliverables.  The Contractor hereby irrevocably assigns, transfers and conveys to the State and the Agency all right, title and interest in and to all Deliverables and all intellectual property rights and proprietary rights arising out of, embodied in, or related to such Deliverables, including copyrights, patents, trademarks, trade secrets, trade dress, mask work, utility design, derivative works, and all other rights and interests therein or related thereto.  The Contractor represents and warrants that the State and the Agency shall acquire good and clear title to all Deliverables, free from any claims, liens, security interests, encumbrances, intellectual property rights, proprietary rights, or other rights or interests of the Contractor or of any third party, including any employee, agent, contractor, subcontractor, subsidiary, or affiliate of the Contractor.  The Contractor (and Contractor’s employees, agents, contractors, subcontractors, subsidiaries and affiliates) shall not retain any property interests or other rights in and to the Deliverables and shall not use any Deliverables, in whole or in part, for any purpose, without the prior written consent of the Agency and the payment of such royalties or other compensation as the Agency deems appropriate. Unless otherwise requested by the Agency, upon completion or termination of this Contract, the Contractor will immediately turn over to the Agency all Deliverables not previously delivered to the Agency, and no copies thereof shall be retained by the Contractor or its employees, agents, subcontractors, or affiliates, without the prior written consent of the Agency. 
2.10.2 Waiver.  To the extent any of the Contractor’s rights in any Deliverables are not subject to assignment or transfer hereunder, including any moral rights and any rights of attribution and of integrity, the Contractor hereby irrevocably and unconditionally waives all such rights and enforcement thereof and agrees not to challenge the State’s rights in and to the Deliverables. 
2.10.3 Further Assurances.  At the Agency’s request, the Contractor will execute and deliver such instruments and take such other action as may be requested by the Agency to establish, perfect, or protect the State’s rights in and to the Deliverables and to carry out the assignments, transfers and conveyances set forth in Section 2.10, Intellectual Property.
2.10.4 Publications.  Prior to completion of all services required by this Contract, the Contractor shall not publish in any format any final or interim report, document, form, or other material developed as a result of this Contract without the express written consent of the Agency.  Upon completion of all services required by this Contract, the Contractor may publish or use materials developed as a result of this Contract, subject to confidentiality restrictions, and only after the Agency has had an opportunity to review and comment upon the publication.  Any such publication shall contain a statement that the work was done pursuant to a contract with the Agency and that it does not necessarily reflect the opinions, findings, and conclusions of the Agency. 

2.11 Warranties. 
2.11.1 Construction of Warranties Expressed in this Contract with Warranties Implied by Law. Warranties made by the Contractor in this Contract, whether: (1) this Contract specifically denominates the Contractor's promise as a warranty; or (2) the warranty is created by the Contractor's affirmation or promise, by a description of the Deliverables to be provided, or by provision of samples to the Agency, shall not be construed as limiting or negating any warranty provided by law, including without limitation, warranties that arise through the 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 Deliverables provided by the Contractor. With the exception of Subsection 2.11.3, the provisions of this section apply during the Warranty Period as defined in the Contract Declarations and Execution Section.
2.11.2 Contractor represents and warrants that: 
2.11.2.1 All Deliverables shall be wholly original with and prepared solely by the Contractor; or it owns, possesses, holds, and has received or secured all rights, permits, permissions, licenses, and authority necessary to provide the Deliverables to the Agency hereunder and to assign, grant and convey the rights, benefits, licenses, and other rights assigned, granted, or conveyed to the Agency hereunder or under any license agreement related hereto without violating any rights of any third party; 
2.11.2.2 The Contractor has not previously and will not grant any rights in any Deliverables to any third party that are inconsistent with the rights granted to the Agency herein; and 
2.11.2.3 The Agency shall peacefully and quietly have, hold, possess, use, and enjoy the Deliverables without suit, disruption, or interruption. 
2.11.3 The Contractor represents and warrants that: 
2.11.3.1 The Deliverables (and all intellectual property rights and proprietary rights arising out of, embodied in, or related to such Deliverables); and 
2.11.3.2 The Agency’s use of, and exercise of any rights with respect to, the Deliverables (and all intellectual property rights and proprietary rights arising out of, embodied in, or related to such Deliverables), do not and will not, under any circumstances, misappropriate a trade secret or infringe upon or violate any copyright, patent, trademark, trade dress or other intellectual property right, proprietary right or personal right of any third party.  The Contractor further represents and warrants there is no pending or threatened claim, litigation, or action that is based on a claim of infringement or violation of an intellectual property right, proprietary right or personal right or misappropriation of a trade secret related to the Deliverables.  The Contractor shall inform the Agency in writing immediately upon becoming aware of any actual, potential, or threatened claim of or cause of action for infringement or violation or an intellectual property right, proprietary right, or personal right or misappropriation of a trade secret.  If such a claim or cause of action arises or is likely to arise, then the Contractor shall, at the Agency’s request and at the Contractor’s sole expense: 
•	Procure for the Agency the right or license to continue to use the Deliverable at issue; 
•	Replace such Deliverable with a functionally equivalent or superior Deliverable free of any such infringement, violation, or misappropriation;
•	Modify or replace the affected portion of the Deliverable with a functionally equivalent or superior Deliverable free of any such infringement, violation, or misappropriation; or 
•	Accept the return of the Deliverable at issue and refund to the Agency all fees, charges, and any other amounts paid by the Agency with respect to such Deliverable.  In addition, the Contractor agrees to indemnify, defend, protect, and hold harmless the State and its officers, directors, employees, officials, and agents as provided in the Indemnification Section of this Contract, including for any breach of the representations and warranties made by the Contractor in this section. 
The warranty provided in this Section 2.11.3 shall be perpetual, shall not be subject to the contractual Warranty Period, and shall survive termination of this Contract.  The foregoing remedies provided in this subsection shall be in addition to and not exclusive of other remedies available to the Agency and shall survive termination of this Contract. 
2.11.4 The Contractor represents and warrants that the Deliverables shall: 
2.11.4.1 Be free from material Deficiencies; and
2.11.4.2 Meet, conform to, and operate in accordance with all Specifications and in accordance with this Contract during the Warranty Period, as defined in the Contract Declarations and Execution Section. During the Warranty Period the Contractor shall, at its expense, repair, correct or replace any Deliverable that contains or experiences material Deficiencies or fails to meet, conform to or operate in accordance with Specifications within five (5) Business Days of receiving notice of such Deficiencies or failures from the Agency or within such other period as the Agency specifies in the notice.  In the event the Contractor is unable to repair, correct, or replace such Deliverable to the Agency’s satisfaction, the Contractor shall refund the fees or other amounts paid for the Deliverables and for any services related thereto.  The foregoing shall not constitute an exclusive remedy under this Contract, and the Agency shall be entitled to pursue any other available contractual, legal, or equitable remedies.  The Contractor shall be available at all reasonable times to assist the Agency with questions, problems, and concerns about the Deliverables, to inform the Agency promptly of any known Deficiencies in any Deliverables, repair and correct any Deliverables not performing in accordance with the warranties contained in this Contract, notwithstanding that such Deliverables may have been accepted by the Agency, and provide the Agency with all necessary materials with respect to such repaired or corrected Deliverable. 
2.11.5 The Contractor represents, warrants and covenants that all services to be performed under this Contract shall be performed in a professional, competent, diligent, and workmanlike manner by knowledgeable, trained, and qualified personnel, all in accordance with the terms and Specifications of this Contract and the standards of performance considered generally acceptable in the industry for similar tasks and projects.  In the absence of a Specification for the performance of any portion of this Contract, the parties agree that the applicable Specification shall be the generally accepted industry standard.  So long as the Agency notifies the Contractor of any services performed in violation of this standard, the Contractor shall re-perform the services at no cost to the Agency, such that the services are rendered in the above-specified manner, or if the Contractor is unable to perform the services as warranted, the Contractor shall reimburse the Agency any fees or compensation paid to the Contractor for the unsatisfactory services. 
2.11.6 The Contractor represents and warrants that the Deliverables will comply with all Applicable Law. 
2.11.7 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 Agency will not have any obligations with respect thereto. 

2.12 Acceptance of Deliverables.
2.12.1 Acceptance of Written Deliverables.  For the purposes of this section, written Deliverables means documents including, but not limited to project plans, planning documents, reports, or instructional materials (“Written Deliverables”).  Although the Agency determines what Written Deliverables are subject to formal Acceptance, this section generally does not apply to routine progress or financial reports.  Absent more specific Acceptance Criteria in the Special Terms, following delivery of any Written Deliverable pursuant to the Contract, the Agency will notify the Contractor whether or not the Deliverable meets contractual specifications and requirements.  Written Deliverables shall not be considered accepted by the Agency, nor does the Agency have an obligation to pay for such Deliverables, unless and until the Agency has notified the Contractor of the Agency’s Final Acceptance of the Written Deliverables.  In all cases, any statements included in such Written Deliverables that alter or conflict with any contractual requirements shall in no way be considered as changing the contractual requirements unless and until the parties formally amend the Contract.
2.12.2. Reserved.  (Acceptance of Software Deliverables)
2.12.3 Notice of Acceptance and Future Deficiencies.  The Contractor’s receipt of any notice of Acceptance, including Final Acceptance, with respect to any Deliverable shall not be construed as a waiver of any of the Agency’s rights to enforce the terms of this Contract or require performance in the event the Contractor breaches this Contract or any Deficiency is later discovered with respect to such Deliverable.

2.13 Contract Administration. 
2.13.1 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 or any agency, division, or department of the State simply by virtue of work performed pursuant to this Contract.  Neither the Contractor nor its employees shall be considered employees of the Agency or the State for federal or state tax purposes simply by virtue of work performed pursuant to this Contract.  The Agency will not withhold taxes on behalf of the Contractor (unless required by law). 
2.13.2 Incorporation of Documents.  To the extent this Contract arises out of a Solicitation, the parties acknowledge that the Contract consists of these contract terms and conditions as well as the Solicitation and the Bid Proposal.  The Solicitation and the Bid Proposal are incorporated into the Contract by reference.  If the Contractor proposed exceptions or modifications to the Sample Contract attached to the Solicitation or to the Solicitation itself, these proposed exceptions or modifications shall not be incorporated into this Contract unless expressly set forth herein.  If there is a conflict between the Contract, the Solicitation, and the Bid Proposal, the conflict shall be resolved according to the following priority, ranked in descending order: (1) the Contract; (2) the Solicitation; (3) the Bid Proposal. 
2.13.3 Intent of References to Bid Documents.  To the extent this Contract arises out of a Solicitation, the references to the parties' obligations, which are contained in this Contract, are intended to supplement or clarify the obligations as stated in the Solicitation and the Bid Proposal.  The failure of the parties to make reference to the terms of the Solicitation or the Bid Proposal in this Contract shall not be construed as creating a conflict and will not relieve the Contractor of the contractual obligations imposed by the terms of the Solicitation and the Contractor’s Bid Proposal.  Terms offered in the Bid Proposal, which exceed the requirements of the Solicitation, shall not be construed as creating an inconsistency or conflict with the Solicitation or the Contract.  The contractual obligations of the Agency are expressly stated in this document.  The Bid Proposal does not create any express or implied obligations of the Agency. 
2.13.4 Compliance with the Law.  The Contractor, its employees, agents, and subcontractors shall comply at all times with all Applicable Law.  All such Applicable Law is incorporated into this Contract as of the effective date of the Applicable Law.  The Contractor and Agency expressly reject any proposition that future changes to Applicable Law are inapplicable to this Contract and the Contractor’s provision of Deliverables and/or performance in accordance with this Contract.  When providing Deliverables pursuant to this Contract the Contractor, its employees, agents, and subcontractors shall comply with all Applicable Law.
2.13.4.1 The Contractor, its employees, agents, and subcontractors shall not engage in discriminatory employment practices which are forbidden by Applicable Law.  Upon the State’s written request, the Contractor shall submit to the State a copy of its affirmative action plan, containing goals and time specifications, and non-discrimination and accessibility plans and policies regarding services to clients as required under 11 Iowa Admin. Code chapter 121.  
2.13.4.2 In the event the Contractor contracts with third parties for the performance of any of the Contractor obligations under this Contract as set forth in Section 2.13.9, the Contractor shall take such steps as necessary to ensure such third parties are bound by the terms and conditions contained in this Section 2.13.4.
2.13.4.3 Notwithstanding anything in this Contract to the contrary, the Contractor’s failure to fulfill any requirement set forth in this Section 2.13.4 shall be regarded as a material breach of this Contract and the State may cancel, terminate, or suspend in whole or in part this Contract.  The State may further declare the Contractor ineligible for future state contracts in accordance with authorized procedures or the Contractor may be subject to other sanctions as provided by law or rule.  
2.13.4.4 The Contractor, its employees, agents, and subcontractors shall also comply with all Applicable Law regarding business permits and licenses that may be required to carry out the work performed under this Contract.  
2.13.4.5 If all or a portion of the funding used to pay for the Deliverables is being provided through a grant from the Federal Government, the Contractor acknowledges and agrees that pursuant to applicable federal laws, regulations, circulars, and bulletins, the awarding agency of the Federal Government reserves certain rights including, without limitation, a royalty-free, non-exclusive and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for Federal Government purposes, the Deliverables developed under this Contract and the copyright in and to such Deliverables.   
2.13.5 Procurement.  The Contractor shall use procurement procedures that comply with all applicable federal, state, and local laws and regulations. 
2.13.6 Non-Exclusive Rights.  This Contract is not exclusive.  The Agency reserves the right to select other contractors to provide Deliverables similar or identical to those described in the Scope of Work during the entire term of this Contract, which includes any extensions or renewals thereof. 
2.13.7 Amendments.  With the exception of the Contract end date, which may be extended in the Agency’s sole discretion, this Contract may only be amended by mutual written consent of the parties. Amendments shall be executed on a form approved by the Agency that expressly states the intent of the parties to amend this Contract.  This Contract shall not be amended in any way by use of terms and conditions in an Invoice or other ancillary transactional document.  To the extent that language in a transactional document conflicts with the terms of this Contract, the terms of this Contract shall control.  
2.13.8 No Third Party Beneficiaries.  There are no third party beneficiaries to this Contract.  This Contract is intended only to benefit the State and the Contractor. 
2.13.9 Use of Third Parties.  The Agency acknowledges that the Contractor may contract with third parties for the performance of any of the Contractor’s obligations under this Contract.  The Contractor shall notify the Agency in writing of all subcontracts relating to Deliverables to be provided under this Contract prior to the time the subcontract(s) become effective.  The Agency reserves the right to review and approve all subcontracts.  The Contractor may enter into these contracts to complete the project provided that the Contractor remains responsible for all Deliverables provided under this Contract.  All restrictions, obligations, and responsibilities of the Contractor under this Contract shall also apply to the subcontractors and the Contractor shall include in all of its subcontracts a clause that so states.  The Agency shall have the right to request the removal of a subcontractor from the Contract for good cause. 
2.13.10 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 conflict of law provisions of Iowa law.  Any and all litigation commenced in connection with this Contract shall be brought and maintained solely 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 Agency or the State of Iowa. 
2.13.11 Assignment and Delegation.  The Contractor may not assign, transfer, or convey in whole or in part this Contract without the prior written consent of the Agency.  For the purpose of construing this clause, a transfer of a controlling interest in the Contractor shall be considered an assignment.  The Contractor may not delegate any of its obligations or duties under this Contract without the prior written consent of the Agency.  The Contractor may not assign, pledge as collateral, grant a security interest in, create a lien against, or otherwise encumber any payments that may or will be made to the Contractor under this Contract. 
2.13.12 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. 
2.13.13 No Drafter.  No party to this Contract shall be considered the drafter of this Contract for the purpose of any statute, case law, or rule of construction that would or might cause any provision to be construed against the drafter.
2.13.14 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. 
2.13.15 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.  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. 
2.13.16 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, for any default of activities and obligations, and for any fiscal liabilities. 
2.13.17 Supersedes Former Contracts or Agreements.  This Contract supersedes all prior contracts or agreements between the Agency and the Contractor for the Deliverables to be provided in connection with this Contract. 
2.13.18 Waiver.  Except as specifically provided for in a waiver signed by duly authorized representatives of the Agency 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. 
2.13.19 Notice.  Any notices required by the Contract shall be given in writing by registered or certified mail, return receipt requested, by receipted hand delivery, by Federal Express, courier or other similar and reliable carrier which shall be addressed to each party’s Contract Manager as set forth in the Contract Declarations and Execution Section.  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.  Each such notice shall be deemed to have been provided: 
•	At the time it is actually received in the case of hand delivery; 
•	Within one (1) day in the case of overnight delivery, courier or services such as Federal Express with guaranteed next-day delivery; or
•	Within five (5) days after it is deposited in the U.S. Mail. 
2.13.20 Cumulative Rights.  The various rights, powers, options, elections, and remedies of any party provided in this Contract, shall be construed as cumulative and not one of them is exclusive of the others or exclusive of any rights, remedies or priorities allowed either party by law, and shall in no way affect or impair the right of any party to pursue any other equitable or legal remedy to which any party may be entitled. 
2.13.21 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. 
2.13.22 Time is of the Essence.  Time is of the essence with respect to the Contractor’s performance of the terms of this Contract.  The Contractor shall ensure that all personnel providing Deliverables to the Agency are responsive to the Agency’s requirements and requests in all respects. 
2.13.23 Authorization.  The Contractor represents and warrants that: 
2.13.23.1 It has the right, power, and authority to enter into and perform its obligations under this Contract. 
2.13.23.2 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. 
2.13.24 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. 
2.13.25 Records Retention and Access. 
2.13.25.1 Financial Records.  The Contractor shall maintain accurate, current, and complete records of the financial activity of this Contract which sufficiently and properly document and calculate all charges billed to the Agency during the entire term of this Contract, which includes any extensions or renewals thereof, and for a period of at least seven (7) years following the date of final payment or completion of any required audit (whichever is later).  If any litigation, claim, negotiation, audit, or other action involving the records has been started before the expiration of the seven (7) year period, the records must be retained until completion of the action and resolution of all issues which arise from it, or until the end of the regular seven (7) year period, whichever is later.  The Contractor shall permit the Agency, the Auditor of the State of Iowa or any other 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. Based on the audit findings, the Agency reserves the right to address the Contractor’s board or other managing entity regarding performance and expenditures.  When state or federal law or the terms of this Contract require compliance with the OMNI Circular, or other similar provision addressing proper use of government funds, the Contractor shall comply with these additional records retention and access requirements: 
2.13.25.1.1 Records of financial activity shall include records that adequately identify the source and application of funds.  When the terms of this Contract require matching funds, cash contributions made by the Contractor and third-party in-kind (property or service) contributions, these funds must be verifiable from the Contractor’s records.  These records must contain information pertaining to contract amount, obligations, unobligated balances, assets, liabilities, expenditures, income, and third-party reimbursements. 
2.13.25.1.2 The Contractor shall maintain accounting records supported by source documentation that may include but are not limited to cancelled checks, paid bills, payroll, time and attendance records, and contract award documents. 
2.13.25.1.3 The Contractor, in maintaining project expenditure accounts, records and reports, shall make any necessary adjustments to reflect refunds, credits, underpayments or overpayments, as well as any adjustments resulting from administrative or compliance reviews and audits.  Such adjustments shall be set forth in the financial reports filed with the Agency. 
2.13.25.1.4 The Contractor shall maintain a sufficient record keeping system to provide the necessary data for the purposes of planning, monitoring, and evaluating its program. 
2.13.25.2 The Contractor shall retain all non-medical and medical client records for a period of seven (7) years from the last date of service for each patient; or in the case of a minor patient or client, for a period consistent with that established by Iowa Code § 614.1(9), whichever is greater.  
2.13.26 Audits.  Local governments and non-profit subrecipient entities that expend $750,000 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 the OMNI Circular, OMB Uniform Guidance:  Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards at 2 C.F.R. 200.  A copy of the final audit report shall be submitted to the Agency 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 Agency.  If an audit report is not required to be submitted per the criteria above, the subrecipient must provide written notification to the Agency 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 Agency.  See the OMNI Circular, Section 200.330, Subrecipient and Contractor Determinations for a discussion of subrecipient versus contractor (vendor) relationships.  The Contractor shall provide the Agency with a copy of any written audit findings or reports, whether in draft or final form, within two (2) Business Days following receipt by the Contractor.  The requirements of this paragraph shall apply to the Contractor as well as any subcontractors. 2.13.27 Reimbursement of Audit Costs.  If the Auditor of the State of Iowa notifies the Agency of an issue or finding involving the Contractor’s noncompliance with laws, rules, regulations, and/or contractual agreements governing the funds distributed under this Contract, the Contractor shall bear the cost of the Auditor’s review and any subsequent assistance provided by the Auditor to determine compliance.  The Contractor shall reimburse the Agency for any costs the Agency pays to the Auditor for such review or audit.
2.13.28 Staff Qualifications and Background Checks.  The Contractor shall be responsible for assuring that all persons, whether they are employees, agents, subcontractors, or anyone acting for or on behalf of the Contractor, are properly licensed, certified, or accredited as required under applicable state law and the Iowa Administrative Code.  The Contractor shall provide standards for service providers who are not otherwise licensed, certified, or accredited under state law or the Iowa Administrative Code.
The Agency reserves the right to conduct and/or request the disclosure of criminal history and other background investigation of the Contractor, its officers, directors, shareholders, and the Contractor’s staff, agents, or subcontractors retained by the Contractor for the performance of Contract services.  
2.13.29 Solicitation.  The Contractor represents and 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. 
2.13.30 Obligations Beyond Contract Term.  All obligations of the Agency and the Contractor incurred or existing under this Contract as of the date of expiration or termination will survive the expiration or termination of this Contract.  Contract sections that survive include, but are not necessarily limited to, the following:  (1) Section 2.4.2, Erroneous Payments and Credits; (2) Section 2.5.5, Limitation of the State’s Payment Obligations; (3) Section 2.5.6, Contractor’s Contract Close-Out Duties; (4) Section 2.7, Indemnification, and all subparts thereof; (5) Section 2.9,  Ownership and Security of Agency Information, and all subparts thereof; (6) Section 2.10, Intellectual Property, and all subparts thereof; (7) Section 2.13.10, Choice of Law and Forum; (8) Section 2.13.16, Joint and Several Liability; (9) Section 2.13.20, Cumulative Rights; (10) Section 2.13.24 Successors In Interest; (11) Section 2.13.25, Records Retention and Access, and all subparts thereof; (12) Section 2.13.26, Audits; (13) Section 2.13.27, Reimbursement of Audit Costs; (14) Section 2.13.35, Repayment Obligation; and (15) Section 2.13.39, Use of Name or Intellectual Property.
2.13.31 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. 
2.13.32 Delays or Potential Delays of Performance. Whenever the Contractor encounters any difficulty which is delaying or threatens to delay the timely performance of this Contract, including but not limited to potential labor disputes, the Contractor shall immediately give notice thereof in writing to the Agency with all relevant information with respect thereto.  Such notice shall not in any way constitute a basis for an extension of the delivery schedule or be construed as a waiver by the Agency or the State of any rights or remedies to which either is entitled by law or pursuant to provisions of this Contract.  Failure to give such notice, however, may be grounds for denial of any request for an extension of the delivery schedule because of such delay.  Furthermore, the Contractor will not be excused from failure to perform that is due to a Force Majeure unless and until the Contractor provides notice pursuant to this provision. 
2.13.33 Delays or Impossibility of Performance Based on a Force Majeure.  Neither party shall be in default under the Contract if performance is prevented, delayed, or made impossible to the extent that such prevention, delay, or impossibility is caused by a Force Majeure.  If a 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 the Contract unless the subcontractor or supplier is prevented from timely performance by a Force Majeure as defined in this Contract.  
If a Force Majeure delays or prevents the Contractor’s performance, the Contractor shall immediately use its best efforts to directly provide alternate, and to the extent possible, comparable performance.  Comparability of performance and the possibility of comparable performance shall be determined solely by the Agency.  
The party seeking to exercise this provision and not perform or delay performance pursuant to a Force Majeure shall immediately notify the other party of the occurrence and reason for the delay.  The parties shall make every effort to minimize the time of nonperformance and the scope of work not being performed due to the unforeseen events.  Dates by which performance obligations are scheduled to be met will be extended only for a period of time equal to the time lost due to any delay so caused. 
2.13.34 Right to Address the Board of Directors or Other Managing Entity.  The Agency reserves the right to address the Contractor’s board of directors or other managing entity of the Contractor regarding performance, expenditures, and any other issue the Agency deems appropriate.
2.13.35 Repayment Obligation.  In the event that any State and/or federal funds are deferred and/or disallowed as a result of any audits or expended in violation of the laws applicable to the expenditure of such funds, the Contractor shall be liable to the Agency for the full amount of any claim disallowed and for all related penalties incurred.  The requirements of this paragraph shall apply to the Contractor as well as any subcontractors. 
2.13.36 Reporting Requirements.  If this Contract permits other State agencies and political subdivisions to make purchases off of the Contract, the Contractor shall keep a record of the purchases made pursuant to the Contract and shall submit a report to the Agency on a quarterly basis.  The report shall identify all of the State agencies and political subdivisions making purchases off of this Contract and the quantities purchased pursuant to the Contract during the reporting period. 
2.13.37 Immunity from Liability.  Every person who is a party to the Contract is hereby notified and agrees that the State, the Agency, and all of their employees, agents, successors, and assigns are immune from liability and suit for or from the Contractor’s and/or subcontractors’ activities involving third parties and arising from the Contract. 
2.13.38 Public Records.  The laws of the State require procurement and contract records to be made public unless otherwise provided by law. 
2.13.39 Use of Name or Intellectual Property.  The Contractor agrees it will not use the Agency and/or State’s name or any of their intellectual property, including but not limited to, any State, state agency, board or commission trademarks or logos in any manner, including commercial advertising or as a business reference, without the expressed prior written consent of the Agency and/or the State.
2.13.40 Taxes.  The State is exempt from Federal excise taxes, and no payment will be made for any
taxes levied on the Contractor’s employees’ wages. The State is exempt from State and local sales and use taxes on the Deliverables. 
2.13.41 No Minimums Guaranteed.  The Contract does not guarantee any minimum level of purchases or any minimum amount of compensation.

2.14 Contract Certifications.  The Contractor will fully comply with obligations herein. If any conditions within these certifications change, the Contractor will provide written notice to the Agency within twenty-four (24) hours from the date of discovery.
2.14.1 Certification of Compliance with Pro-Children Act of 1994.  The Contractor 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 Deliverables 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 Women, Infants, and Children (WIC) coupons are redeemed.    
	The Contractor 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 $1,000.00 per day.    
2.14.2 Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion—Lower Tier Covered Transactions
By signing this Contract, the Contractor is providing the certification set out below: 
2.14.2.1 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 Contractor knowingly rendered an erroneous certification, in addition to other remedies available to the federal government, the Agency or agency with which this transaction originated may pursue available remedies, including suspension and/or debarment.  
2.14.2.2 The Contractor shall provide immediate written notice to the Agency if at any time the Contractor learns that its certification was erroneous when submitted or had become erroneous by reason of changed circumstances.  
2.14.2.3 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.  Contact the Agency for assistance in obtaining a copy of those regulations. 
2.14.2.4 The Contractor agrees by signing this Contract 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 Agency or agency with which this transaction originated. 
2.14.2.5 The Contractor further agrees by signing this Contract 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. 
2.14.2.6 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. 
2.14.2.7 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. 
2.14.2.8 Except for transactions authorized under Section 2.14.2.4 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 Agency or agency with which this transaction originated may pursue available remedies, including suspension and/or debarment. 
2.14.2.9 The Contractor certifies, by signing this Contract, 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. 
 	Where the Contractor is unable to certify to any of the statements in this certification, such Contractor shall attach an explanation to this Contract. 
2.14.3 Restriction on Lobbying.  
	This section is applicable to all federally-funded contracts.  
	Title 45 of the Code of Federal Regulations, Part 93 sets conditions on the use of Federal funds supporting this Contract.  The Contractor shall comply with all requirements of CFR Part 93 which is incorporated herein as if fully set forth.  No appropriated funds supporting this Contract may be expended by the Contractor for payment of any person for influencing or attempting to influence an employee of the agency (as defined in 5 U.S.C.552(f)), a member of Congress in connection with the award of this Contract, the making of any federal funding grant award connected to this Contract, the making of any Federal loan connected to this Contract, the entering into any cooperative agreement connected to this Contract, and the extension, continuation, or modification of this Contract.  
2.14.3.1 The Contractor shall file with the Agency a certification form, set forth in Appendix A of 45 CFR Part 93, certifying the Contractor, including any subcontractor(s) at all tiers (including subcontracts, sub-grants, and contracts under grants, loans, and cooperative agreements) have not made, and will not make, any payment prohibited under 45 CFR § 93.100.  
2.14.3.2 The Contractor shall file with the Agency a disclosure form, set forth in Appendix B of 45 CFR Part 93, in the event the Contractor or subcontractor(s) at any tier (including subcontracts, sub-grants, and contracts under grants, loans, and cooperative agreements) has made or has agreed to make any payment using non-appropriated funds, including profits from any covered Federal action, which would be prohibited under 45 CFR §93.100 if paid for with appropriated funds.  All disclosure forms shall be forwarded from tier to tier until received by the Contractor and shall be treated as a material representation of fact upon which all receiving tiers shall rely.
2.14.3.3 The Contractor shall file with the Agency subsequent disclosure forms at the end of each calendar quarter in which there occurs any event that requires disclosure or materially affects the accuracy of the information contained in any disclosure form previously filed.  Such events include:
2.14.3.3.1 A cumulative increase of $25,000 or more in the amount paid or expected to be paid to influence a covered Federal action;
2.14.3.3.2 A change in the person(s) or individual(s) influencing or attempting to influence a covered Federal action; and
2.14.3.3.3 A change in the officer(s), employee(s), or Member(s) contacted to influence or attempt to influence a covered Federal action.
2.14.3.4 The Contractor may be subject to civil penalties if the Contractor fails to comply with the requirements of 45 CFR Part 93.  An imposition of a civil penalty does not prevent the Agency from taking appropriate enforcement actions which may include, but not necessarily be limited to,  termination of the Contract.
2.14.4 Certification Regarding Drug Free Workplace
2.14.4.1 Requirements for Contractors Who are Not Individuals.  If the Contractor is not an individual, the Contractor agrees to provide a drug-free workplace by:
2.14.4.1.1 Publishing a statement notifying employees that the unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance is prohibited in the Contractor’s workplace and specifying the actions that will be taken against employees for violations of such prohibition; 
2.14.4.1.2 Establishing a drug-free awareness program to inform employees about: 
•	The dangers of drug abuse in the workplace; 
•	The Contractor’s policy of maintaining a drug- free workplace; 
•	Any available drug counseling, rehabilitation, and employee assistance programs; and 
•	The penalties that may be imposed upon employees for drug abuse violations; 
2.14.4.1.3 Making it a requirement that each employee to be engaged in the performance of such contract be given a copy of the statement required by Subsection 2.14.4.1.1; 
2.14.4.1.4 Notifying the employee in the statement required by Subsection 2.14.4.1.1 that as a condition of employment on such contract, the employee will:  
•	Abide by the terms of the statement; and 
•	 Notify the employer of any criminal drug statute conviction for a violation occurring in the workplace no later than five (5) days after such conviction; 
2.14.4.1.5 Notifying the contracting agency within ten (10) days after receiving notice under the second unnumbered bullet of Subsection 2.14.4.1.4 from an employee or otherwise receiving actual notice of such conviction;
2.14.4.1.6 Imposing a sanction on, or requiring the satisfactory participation in a drug abuse assistance or rehabilitation program by, any employee who is so convicted, as required by 41 U.S.C. § 703; and 
2.14.4.1.7 Making a good faith effort to continue to maintain a drug-free workplace through implementation of this section.
2.14.4.2 Requirement for Individuals.  If the Contractor is an individual, by signing the Contract, the Contractor agrees not to engage in the unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance in the performance of the Contract. 
2.14.4.3 Notification Requirement.  The Contractor shall, within thirty (30) days after receiving notice from an employee of a conviction pursuant to 41 U.S.C. § 701(a)(1)(D)(ii) or 41 U.S.C. § 702(a)(1)(D)(ii): 
2.14.4.3.1 Take appropriate personnel action against such employee up to and including termination; or 
2.14.4.3.2 Require such employee to satisfactorily participate in a drug abuse assistance or rehabilitation program approved for such purposes by a Federal, State, or local health, law enforcement, or other appropriate agency. 
2.14.5 Conflict of Interest.  The Contractor represents, warrants, and covenants that no relationship exists or will exist during the Contract period between the Contractor and the Agency that is a conflict of interest.  No employee, officer, or agent of the Contractor or subcontractor shall participate in the selection or in the award or administration of a subcontract if a conflict of interest, real or apparent, exists.  The provisions of Iowa Code chapter 68B shall apply to this Contract.  The Contractor shall establish safeguards to prevent employees, consultants, or members of governing bodies from using their positions for purposes that are, or give the appearance of being, motivated by the desire for private gain for themselves or others with whom they have family, business, or other ties.  
In the event the Contractor becomes aware of any circumstances that may create a conflict of interest the Contractor shall immediately take such actions to mitigate or eliminate the risk of harm caused by the conflict or appearance of conflict.  The Contractor shall promptly, fully disclose and notify the Agency of any circumstances that may arise that may create a conflict of interest or an appearance of conflict of interest.  Such notification shall be submitted to the Agency in writing within seven (7) Business Days after the conflict or appearance of conflict is discovered.  	
In the event the Agency determines that a conflict or appearance of a conflict exists, the Agency may take any action that the Agency determines is necessary to mitigate or eliminate the conflict or appearance of a conflict.  Such actions may include, but are not limited to:
2.14.5.1 Exercising any and all rights and remedies under the Contract, up to and including terminating the Contract with or without cause; or 
2.14.5.2 Directing the Contractor to implement a corrective action plan within a specified time frame to mitigate, remedy and/or eliminate the circumstances which constitute the conflict of interest or appearance of conflict of interest; or
2.14.5.3 Taking any other action the Agency determines is necessary and appropriate to ensure the integrity of the contractual relationship and the public interest.
The Contractor shall be liable for any excess costs to the Agency as a result of the conflict of interest.
2.14.6 Certification Regarding Sales and Use Tax.   By executing this Contract, the Contractor certifies it is either (1) registered with the Iowa Department of Revenue, collects, and remits Iowa sales and use taxes as required by Iowa Code chapter 423; or (2) not a “retailer” or a “retailer maintaining a place of business in this state” as those terms are defined in Iowa Code § 423.1(42) and (43).  The Contractor also acknowledges that the Agency may declare the Contract void if the above certification is false.  The Contractor also understands that fraudulent certification may result in the Agency or its representative filing for damages for breach of contract. 
2.14.7  Certification Regarding Iowa Code Chapter 8F.  If the Contractor is or becomes subject to Iowa Code chapter 8F during the entire term of this Contract, which includes any extensions or renewals thereof, the Contractor shall comply with the following:
2.14.7.1 As a condition of entering into this Contract, the Contractor shall certify that it has the information required by Iowa Code § 8F.3 available for inspection by the Agency and the Legislative Services Agency.
2.14.7.2 The Contractor agrees that it will provide the information described in this section to the Agency or the Legislative Services Agency upon request.  The Contractor shall not impose a charge for making information available for inspection or providing information to the Agency or the Legislative Services Agency.
2.14.7.3 Pursuant to Iowa Code § 8F.4, the Contractor shall file an annual report with the Agency and the Legislative Services Agency within ten (10) months following the end of the Contractor’s fiscal year (unless the exceptions provided in Iowa Code § 8F.4(1)(b) apply).  The annual report shall contain:
2.14.7.3.1 Financial information relative to the expenditure of state and federal moneys for the prior year pursuant to this Contract.  The financial information shall include but is not limited to budget and actual revenue and expenditure information for the year covered. 
2.14.7.3.2 Financial information relating to all service contracts with the Agency during the preceding year, including the costs by category to provide the contracted services.
2.14.7.3.3 Reportable conditions in internal control or material noncompliance with provisions of laws, rules, regulations, or contractual agreements included in external audit reports of the Contractor covering the preceding year. 
2.14.7.3.4 Corrective action taken or planned by the Contractor in response to reportable conditions in internal control or material noncompliance with laws, rules, regulations, or contractual agreements included in external audit reports covering the preceding year.
2.14.7.3.5 Any changes in the information submitted in accordance with Iowa Code §8F.3
2.14.7.3.6 A certification signed by an officer and director, two directors, or the sole proprietor of the Contractor, whichever is applicable, stating the annual report is accurate and the recipient entity is in full compliance with all laws, rules, regulations, and contractual agreements applicable to the recipient entity and the requirements of Iowa Code chapter 8F. 
2.14.7.3.7 In addition, the Contractor shall comply with Iowa Code chapter 8F with respect to any subcontracts it enters into pursuant to this Contract. Any compliance documentation, including but not limited to certifications, received from subcontractors by the Contractor shall be forwarded to the Agency.
2.14.8 Reserved.  (Food and Nutrition Services Funded Contract).