General Terms and Conditions for Service Contracts ...

1 1 General Terms and Conditions for Service Contracts /Solicitations Effective from 07/20/11 A. DEFINITIONS AND General INFORMATION The following words shall be defined as set forth below: 1. Acceptance means that the Agency has determined that one or more Deliv erables satisfy the Agency s Acceptance Test s. Final Acc eptance means that the Agency has determined that all Deliv erables sa tisfy the Agency s Acceptance Test s. Non-acceptance means that the Agency has determined that one or more Deliv erables have not sa tisfied the Agency s Acceptance Tests. 2. Acceptance Criteria means the Speci fications, goals, performance measures, test ing resu lts and/or other cri teria designated by the Agency and against which the Deliv erables may be evaluated for purpose s of Acceptance or Non-acceptance thereof. 3. Acceptance Tests or Acceptance Testing mean the test s, reviews and other act ivities that are performed by or on behalf of Agency to determine whether the Deliv erables meet the Acceptance Criteria or otherwise sa tisfy the Agency, as determined by the Agency in its so le discretion.

2 4. Bid Proposal or Proposal means the contract or s proposa l submitted in response to the RFP. 5. contract means the co lle ct ive documentation memorializ ing the Terms of the agreement between the Agency and the Contractor identified on the contract Decl arations & Execu tion Page(s) and incl udes the signed contract Decl arations & Execu tion Page(s) , the Speci al Terms , these General Terms for Service s contract s, any Speci al contract Attach ments, and all other attachments to the contract Decl arations & Execu tion Page(s) . 6. contract Declarations & Execution Page(s) means the document that contains basic information about the contract and inco rporates by reference these General Terms for Service s contract s, the Special Terms , and all other attachments to the contract Decl arations and Execu tions Page(s) . 7. Deficiency means a defect , flaw, anomaly, failu re, omission, interruption of se rvice , or other problem of any nature whatsoever with respect to a Deliv erable, incl uding, without limitation, any failu re of a deliv erable to conform to or meet an applicable sp eci fica tion.

3 Deficiency also includes the lack of something essential or necess ary for co mpleteness or proper funct ioning of a Deliverable. 2 8. Deliverables means all of the goods, product s, Service s, work, work product, items, materials and property to be created, developed, produce d, deliv ered, performed or provided by or on behalf of, or made available through, contract or (or any agent, contract or or subco ntractor of Contractor) in connect ion with this contract . 9. Documentation means any and all technical information, commentary, explanations, design docu ments, 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 Deliv erables, in any medium, including hard copy, elect ronic, digi tal, and magnetically or optica lly encoded media.

4 10. RFP means the Request for Proposals or Request for Bids (and any Addenda thereto) identified on the Contracts Decl arations and Execu tion Page(s) that was issued to solicit the Deliverables that are subject to the contract . 11. Special contract Attachments means any attach ment to this contract indica ted on the contract Decl arations & Execu tion Page(s) . 12. Special Terms means the contract attachment entitled Speci al Terms that contains Terms speci fic to this contract , including but not limited to the Sco pe of Work, contract payment Terms , and any amendments to these General Terms and Conditions for Service s contract s. If there is a co nflict between the General Terms for services contract s and the Special Terms , the Speci al Terms sh all prevail. 13. Specifications means all speci fications, requirements, technica l standards, performance standards, represe ntations and other cri teria related to the Deliv erables stated or expressed in this contract , the Documentation, the RFP, and the Proposal.

5 Speci fica tions shall include the Acceptance Criteria and any specifications, st andards or cri teria stated or set forth in any applicable st ate, federal, foreign and loca l laws, rules and regulations. The Specifica tions are inco rporated into this contract by reference as if fully se t forth in this contract . 14. State means the State of Iowa, the Agency, and all State of Iowa agencies, boards, and commissions, and when this contract is available to polit ica l subdivisi ons, any politica l su bdivisi ons of the State of Iowa. B. Duration of contract . The term of the contract shall begin and end on the dates specified on the contract Decl arations & Execu tion Page(s) , unless extended or terminated earli er in accordance with the termination provisi ons of this contract . The Agency may, in its so le discretion, exerci se any applicable extensi on by giving the Contractor written notice of the 3 extensi on deci si on at least sixty (60) days prior to the expiration of the initial term or renewal term.

6 C. Scope of Work. The Contractor shall provide Deliv erables that co mply with and conform to the Speci fica tions. D. Compensation 1. Pricing. The contract or will be co mpensa ted in accordance with the payment Terms outlin ed in the contract Payment Terms and Sco pe of Work described in the Speci al Terms . The Contractor shall submit, on the frequency established on the contract Decl arations & Execu tion Page(s) an invoice for Deliv erables rendered in acc ordance with this contract . The invoice shall comply with all applicable rules concerning payment of such cl aims. The Agency sh all verify the Contractor s performance of the Deliv erables outlin ed in the invoice before maki ng payment. The Agency shall pay all approved invoice s in arrears and in co nformance with Iowa Code The Agency may pay in less than sixty (60) days, but an elect ion to pay in less than si xty (60) days shall not act as an implie d waiver of Iowa Code Unless otherwise agreed in writing by the parties, the Contractor shall not be entitled to rece ive any other payment or compensation from the State for any Deliv erables provided by or on behalf of the contract or under this contract .

7 The contract or shall be so lely responsible for paying all cost s, expenses and ch arges it incu rs in co nnection with its performance under this contract . 2. The State has established rules for limitations on reimbursement expenses. Please reference Department of Administ rative Service s - State Acc ounting Enterprise Proce dure 210-245 (acce ssible on the internet) for limits on travel expenses. 3. Withholding Payments. In addition to pursu ing any other remedy provided herein or by law, the Agency may withhold compensa tion or payments to contract or, in whole or in part, without penalty to the Agency or work stoppage by Contractor, in the event the Agency determines that: (i) Contractor has faile d to perform any of its duties or obligations as set forth in this contract ; or (ii) any Deliverable has faile d to meet or co nform to any applicable Speci fica tions or contains or is experiencing a Deficiency.

8 No interest shall accrue or be paid to contract or on any co mpensation or other amounts withheld or retained by the Agency under this contract . 4. Setoff Against Sums Owed by the Contractor. In the event that contract or owes the State any su m under the Terms of this contract , any other contract or 4 agreement, pursuant to a judgment, or pursuant to any law, the State may, in its so le discretion, set off any su ch su m against : (1) any su m invoice d by, or owed to, Contractor under this contract , or (2) any su m or amount owed by the State to Contractor, unless otherwise required by law. The contract or agrees that this provisi on constitutes proper and timely notice under any applicable laws governing se toff. E. Termination. 1. Termination for Cause by the Agency. The Agency may terminate this contract upon written notice for the breach by Contractor of any material term, condition or provisi on 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 Contractor, provided that cu re is feasi ble.

9 In addition, the Agency may terminate this contract effective immediately without penalty and without advance notice or opportunity to cu re for any of the following reasons: i. contract or furnish ed any statement, represe ntation, warranty or certification in connect ion with this contract , the RFP or the Proposal that is false , deceptive, or materially inco rrect or inco mplete; ii. Contractor or any of Contractor s office rs, directors, employees, agents, subsidiaries, affili ates, contract ors or subco ntractors has committed or engaged in fraud, misappropriation, embezzlement, malfeasance , misfeasance, or bad faith; iii. Contractor or any parent or affili ate of Contractor owning a co ntrolling interest in contract or dissolves; iv. Contractor terminates or suspends its business; v. Contractor s co rporate existence or good st anding in Iowa is susp ended, terminated, revoke d or forfeited, or any license or certification held by Contractor related to contract or s performance under this contract is susp ended, terminated, revoked, or forfeited; vi.

10 Contractor has faile d to comply with any applicable international, federal, state (incl uding, but not limited to Iowa Code chapter 8F), or local laws, rules, ordinances, regulations or orders when performing within the scope of this contract ; 5 vii. The Agency determines or belie ves the Contractor has engaged in co nduct that: (a) has or may expose the Agency or the State to material liabilit y, or (b) has caused or may cause a perso n s life, health or safety to be jeopardized; viii. Contractor infringes or alle gedly infringes or violates any patent, trademark, copyrig ht, trade dress or any other intelle ct ual property rig ht or proprietary rig ht, or contract or misa ppropriates or alle gedly misappropriates a trade secr et; ix. Contractor fails to comply with any applicable confidentialit y laws, privacy laws, or any provisi ons of this contract pertaining to confidentiality or privacy; or x.