Attachment F Sample Contract.docx

Attachment F: Sample Contract

(These contract terms contained are not intended to be a complete listing of all contract terms but are provided only to enable bidders to better evaluate the costs associated with the informal solicitation and the potential resulting contract. Bidders should plan on such terms being included in any contract entered into as a result of this informal solicitation. All costs associated with complying with these terms should be included in the Cost Proposal or any pricing quoted by the Bidder.

A contract must be signed by all parties before a Contractor could provide any Deliverables. The Agency is not obligated to make payment for any Deliverables provided by or on behalf of a Contractor before a Contract is signed by all parties.)

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

CONTRACT DECLARATIONS AND EXECUTION

Informal Competitive Solicitation # Contract #

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”)

Name/Principal Address of Agency:

Iowa Department of Health and Human Services 1305 E. Walnut St.

Des Moines, IA 50319-0114

Agency Billing Contact Name / Address:

{To be completed when contract is drafted.}

It is anticipated the main offices of the Department of Health and Human Services will be moving to the Lucas State Office Building at 321 E. 12th Street, in Des Moines, Iowa, by the end of 2024. The Agency will share the date of this change of address with contractors at a later date.

Agency Contract Manager (hereafter “Contract Manager” ) /Address (“Notice Address”):

Agency Contract Owner (hereafter “Contract Owner”) / Address:

Contractor: (hereafter “Contractor”)

{To be completed when contract is drafted.}

Contractor’s Contract Manager Name/Address (“Notice Address”):

{To be completed when contract is drafted.} Contractor’s Billing Contact Name/Address:

Contract Information

End Date of Contract: {To be completed when contract is drafted.}

Possible Extension(s): {To be completed when contract is drafted.}

Contract Contingent on Approval of Another Agency:

No

ISPO Number: N/A

Contract Include Sharing SSA Data? No

DoIT Number: N/A

Contract Execution

This Contract consists of this Contract Declarations and Execution Section, the Special Terms, any Special Contract Attachments, the General Terms for Services Contracts, and the Contingent Terms for Service Contracts.

In consideration of the mutual covenants in this Contract and for other good and valuable consideration, the receipt, adequacy and legal sufficiency of which are hereby acknowledged, the parties have entered into this Contract and have caused their duly authorized representatives to execute this Contract.

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.

The Contractor shall provide the following:

{To be completed when contract is drafted.}

1.3.2 Performance Measures.

1.3.3 Agency Responsibilities.

Provide Contractor with keys or codes to the facility's locks.

1.3.4 Monitoring, Review, and Problem Reporting.

1.3.4.1 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 based on the following:

{Additional language to be completed when contract is drafted.}

1.3.4.2 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 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.

1.3.4.3 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.

1.3.4.4 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.

1.3.5 Contract Payment Clause.

1.3.5.1 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 completed when contract is drafted.}

1.3.5.2 Payment Methodology.

{To be completed when contract is drafted.}

1.3.5.3 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.

1.3.5.4 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).

1.3.5.5 Payment of Invoices. The Agency shall verify the Contractor’s performance of the Deliverables before making payment. The Agency will not automatically pay end of state fiscal year claims that are considered untimely. If the Contractor seeks payment for end of state fiscal year claim(s) submitted after August 1st, the Contractor may submit the late claim(s), The Agency may require a justification from the Contractor for the untimely submission. The Agency may reimburse the claim if funding is available after the end of the state fiscal year. If funding is not available after the end of the state fiscal year, the Agency may submit the claim to the Iowa State Appeal Board for a final decision regarding reimbursement of the claim.

The Agency shall pay all approved Invoices in arrears and in conformance with Iowa Code 8A.514. 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.

1.3.5.6 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.

1.4 Insurance Coverage.

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

Product/Completed Operations Aggregate

Personal Injury

Each Occurrence $2 Million

$1 Million

Automobile Liability (including any auto, hired autos, and non-owned autos)

Combined Single Limit

$1 Million

Aggregate $1 Million

$1 Million

Property Damage

Each Occurrence

Aggregate $1 Million

$1 Million

Aggregate $2 Million

$2 Million

1.5 Reserved. (Data and Security.)

1.6 Reserved. (Labor Standards Provisions.)

1.7 Reserved. (Performance Security.)

1.8 Incorporation of General and Contingent Terms.

1.8.1 General Terms for Service Contracts (“Section 2”). The version of the General Terms for Services Contracts Section posted to the Agency’s website at https://hhs.iowa.gov/contract-terms that is in effect as of the date of last signature in the Contract Declarations and Execution section, or a more current version if agreed to by amendment, is incorporated into the Contract by reference. The General Terms for Service Contracts may be referred to as Section 2.

The contract warranty period (hereafter "Warranty Period") referenced within the General Terms for Services Contracts is as follows: The term of this Contract, including any extensions.

1.8.2 Contingent Terms for Service Contracts (“Section 3”). The version of the Contingent Terms for Services Contracts posted to the Agency’s website at https://hhs.iowa.gov/contract-terms that is in effect as of the date of last signature in the Contract Declarations and Execution section, or a more current version if agreed to by amendment, is incorporated into the Contract by reference. The Contingent Terms for Service Contracts may be referred to as Section 3.

All of the terms set forth in the Contingent Terms for Service Contracts apply to this Contract unless indicated otherwise in the table below:

Contract Payments include Federal Funds? No {The items below will be completed if the Contract includes Federal Funds} The Contractor for federal reporting purposes under this Contract is a: {To be completed when contract is drafted.} Office of Child Support Enforcement (“OCSE”) Funded Percentage: {To be completed when contract is drafted.} Federal Funds Include Food and Nutrition Service (FNS) funds? {To be completed when contract is drafted.} UEI #: {To be completed when contract is drafted.} 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.}