HomeMy WebLinkAboutAment Design-3/9/2015Please return this copy to:
City Clerk & Finance Dept.
715 Mulberry St.
Waterloo, IA 50703
Iowa DOT Project No. STP -U-8155(731)--70-07
Owner Project No. 843
Professional Services Agreement
for
Kimball Avenue Transportation Improvements Project —
from 500 Feet South of Tower Park Dr to Acadia St
Supplemental Agreement No. 5
*11
This is an AGREEMENT, made as of the _ _ . day of March in the year 2015;
by and BETWEEN the City of Waterloo, Iowa, identified as the Owner;
City of Waterloo, Iowa
City Hall
715 Mulberry Street
Waterloo, IA 50703
and the Consultant ;
Ament, Inc. (dba Ament Design)
625 32nd Avenue SW
Cedar Rapids, IA 52404
for the following Project:
The parties hereto entered into an agreement dated the twenty-fourth (24th) day of September, 2012 for survey,
design and preparation of plans, specifications, and estimates for the Kimball Avenue Transportation
Improvement Project — from 500 Feet South of Tower Park Drive to Acadia Street in Black Hawk County. The
Owner shall proceed with the construction of the proposed improvements identified in the final plans,
specifications, and estimates for the improvements, subject to the concurrence and approval of the Iowa
Department of Transportation (Iowa DOT) and the Federal Highway Administration (FHWA) (when applicable).
The Owner desires to employ the Consultant to provide additional work in connection with the construction of the
improvements. The Consultant is willing to perform the construction -relates services in accordance with the
terms hereinafter provided and warrants that it is in compliance with Iowa statutes relating to the licensure of
professional engineers.
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TABLE OF CONTENTS
Article Number And Description
1 Initial Information
1.1 Project Parameters
1.2 Financial Parameters
1.3 Project Team
1.4 Time Parameters
2 Scope Of Services And Other Special Terms And Conditions
2.1 Enumeration of Parts of the Agreement
3 Form of Compensation
3.1 Method of Reimbursement
3.2 Subconsultant
4 Terms And Conditions
4.1 Ownership of Engineering Documents
4.2 Revision of Plans
4.3 Extra Work
4.4 Progress Meetings
4.5 Additional Plans
4.6 Termination of Agreement
4.7 Extension of Time
4.8 Mediation
4.9 Arbitration
4.10 Responsibility for Claims and Liability
4.11 Non -Raiding Clause
4.12 General Compliance with Laws
4.13 Subletting, Assignment or Transfer
4.14 Forbidding Use of Outside Agents
4.15 Consultant's Endorsement on Plans
4.16 Compliance with Title 49, Code of Federal Regulations
4.17 Access to Records
4.18 Iowa DOT and Federal Highway Administration Participation
4.19 Severability
4.20 Choice of Law and Form
Attachment A - Scope of Services
Attachment A-1 - Duties, Responsibilities, and Limitations of Authority of Resident Project Representative
Attachment B - Specifications
Attachment C - Fees and Payments
Attachment C-1 - Cost Analysis Sheet
Attachment D - Intentionally Omitted
Attachment E - Intentionally Omitted
Attachment F - Intentionally Omitted
Attachment G - Intentionally Omitted (Sample Invoice Form is part of Base Agreement)
Attachment H - Consultant Fee Schedule (Staff Hour Estimate)
Attachment H-1 - Consultant Fee Schedule (Terracon Consultants, Inc.)
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ARTICLE 1 INITIAL INFORMATION
1.1
This Agreement is based on the following information and assumptions.
Project Parameters
The objective or use is:
Perform construction -related services (construction administration, construction observation,
construction surveys, and materials testing) in connection with the construction of the proposed
improvements indicated in the final plans, specifications, and estimates developed under previous
supplemental agreements to the Base Agreement.
1.2 Financial Parameters
1.2.1 The financial parameters are;
Amount of the Owner's budget for the Consultant's compensation is:
Zero and 00/100 dollars ($0.00)
1.2.2 Amount of the Consultant's budget for the subconsultants' compensation is:
Thirty one thousand three hundred fourteen and 00/100 dollars ($31,314.00)
1.2.3 Costs for this Agreement will be integrated with Supplemental Agreement No. 4 (Revised) with the
Consultant utilizing the same contract number and task numbers. This fee is based on the Project
Contractor utilizing a maximum of two hundred seventy (270) working days to substantially complete
Project construction, which is an increase of 30 working days more than the original contract amount.
1.3 Project Team
1.3.1 The Owner's Designated Representative identified as the Contract Administrator is:
Jeff Bales — Associate Engineer, City Engineering Department
The Contract Administrator is the authorized representative, acting as liaison officer for the Owner for
purpose of coordinating and administering the work under the Agreement. The work under this
Agreement shall at all times be subject to the general supervision and direction of the Contract
Administrator and shall be subject to the Contract Administrator's approval.
1.3.2 The Consultant's Designated Representative is:
Michael G. Dryden, P.E. — Project Manager
1.3.3 The subconsultants retained at the Consultant's expense are:
Terracon Consultants, Inc.
1.4 Time Parameters
1.4.1 Date to Proceed: Consultant is to begin work under this Agreement upon receipt of a written notice to
proceed from the Owner.
1.4.2 Construction -related services shall be completed and accepted on or before March 31, 2016 or ninety
(90) calendar days after the Project Contractor has submitted all required documentation to the
Consultant (whichever is greater). The schedule is based on the Project Contractor starting Project
construction no later than May 19, 2014 and utilizing a maximum of two hundred seventy (270) working
days to substantially complete Project construction.
ARTICLE 2 SCOPE OF SERVICES AND OTHER SPECIAL TERMS AND CONDITIONS
2.1 Enumeration of Parts of the Agreement.
2.1.1 The work to be performed by the Consultant under this Agreement shall encompass and include all
detail work, services, materials, equipment and supplies necessary to prepare and deliver the scope of
services provided in Attachments A and A-1.
2.1.2 All services herein required and provided shall be in conformity with the applicable Iowa DOT
Standards, Design Guides and Specifications and Title 23, Code of Federal Regulations, Part 625, as
outlined in Attachment B.
2.1.3 Other documents as follows:
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.1 Fees and Payments - Attachment C
.2 Cost Analysis Sheet - Attachment C-1
.3 Consultant Fee Schedule (Staff Hour Estimate) - Attachment H
.4 Consultant Fee Schedule (Terracon Consultants, Inc.) - Attachment H-1
2.1.4 Refer to the Base Agreement for documents as follows:
.1 Certification Regarding Debarment, Suspension, and Other Responsibility Matters - Attachment D
.2 Certification of Consultant - Attachment E
.3 Certification of Owner - Attachment F
.4 Sample Invoice Form - Attachment G
ARTICLE 3 FORM OF COMPENSATION
3.1 Method of Reimbursement
3.1.1 For the Consultant's services as described under Article 2, compensation shall be computed in
accordance with the Cost Plus Fixed Fee compensation method, as defined in Attachment C.
3.2 Subconsultant
3.2.1 The Consultant shall require the subconsultants (if applicable) to notify them if they at any time
determine that their costs will exceed their estimated actual costs. The Consultant shall not allow the
subconsultants to exceed their estimated actual costs without prior written approval of the Contract
Administrator. The prime Consultant is cautioned that cost under -runs associated with any
subconsultant's contract are not available for use by the prime Consultant unless the Contract
Administrator has given prior written approval and the Iowa DOT and the FHWA (when applicable)
concurs.
ARTICLE 4 TERMS AND CONDITIONS
4.1 Ownership of Engineering Documents
4.1.1 All sketches, tracings, plans, specifications, reports on special studies and other data prepared under
this Agreement shall become the property of the Owner and shall be delivered to the Contract
Administrator upon completion of the plans or termination of the services of the Consultant. There
shall be no restriction or limitation on their future use by the Owner, except any use on extensions of
the project or on any other project without written verification or adaptation by the Consultant for the
specific purpose intended will be the Owner's sole risk and without liability or legal exposure to the
Consultant.
4.1.2 The Owner acknowledges the Consultant's plans and specifications, including all documents on
electronic media, as instruments of professional service. Nevertheless, the plans and specifications
prepared under this Agreement shall become the property of the Owner upon completion of the
services and payment in full of all moneys due to the Consultant.
4.1.3 The Owner and the Consultant agree that any electronic files prepared by either party shall conform to
the specifications listed in Attachment B. All electronic files will be submitted to the Owner by the
Consultant on CD or other mutually agreed upon medium. Any change to these specifications by
either the Owner or the Consultant is subject to review and acceptance by the other party. Additional
efforts by the Consultant made necessary by a change to the CADD software specifications shall be
compensated for as Additional Services.
4.1.4 The Owner is aware that significant differences may exist between the electronic files delivered and the
respective construction documents due to addenda, change orders or other revisions. In the event of a
conflict between the signed construction documents prepared by the Consultant and electronic files,
the signed construction documents shall govern.
4.1.5 The Owner may reuse or make modifications to the plans and specifications, or electronic files while
agreeing to take responsibility for any claims arising from any modification or unauthorized reuse of the
plans and specifications.
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4.2 Revision of Plans
4.2.1 Drafts of work products shall be submitted to the Contract Administrator by the Consultant for review
and comment. The comments received from the Contract Administrator and the reviewing agencies
shall be incorporated by the Consultant prior to submission of the final work product by the
Consultant. Work products revised in accordance with review comments shall constitute "satisfactorily
completed and accepted work". Requests for changes on work products by the Contract
Administrator shall be in writing. In the event there are no comments from the Contract
Administrator or reviewing agencies to be incorporated by the Consultant into the final work product,
the Contract Administrator shall immediately notify the Consultant, in writing, that the work product
shall constitute "satisfactorily completed and accepted work".
4.2.2 In the event that the work product prepared by the Consultant is found to be in error and revision or
reworking of the work product is necessary, the Consultant agrees that it shall do such revisions
without expense to the Owner, even though final payment may have been received. The Consultant
must give immediate attention to these changes so there will be a minimum of delay during
construction. The above and foregoing is not to be construed as a limitation of the Owner's right to
seek recovery of damages for negligence on the part of the Consultant herein.
4.2.3 Should the Contract Administrator find it desirable to have previously satisfactorily completed and
accepted work product or parts thereof revised, the Consultant shall make such revisions if requested
and directed by the Contract Administrator in writing. This work will be paid for as provided in Article
4.3.
4.3 Extra Work
4.3.1 If the Consultant is of the opinion that any work it has been directed to perform is beyond the scope of
this Agreement, and constitutes "Extra Work", it shall promptly notify the Contract Administrator in
writing to that effect. In the event that the Contract Administrator determines that such work does
constitute "Extra Work", the Owner will provide extra compensation to the Consultant upon the basis
of actual costs plus a fixed fee amount, or at a negotiated lump sum. Unless written approval for "Extra
Work" has been secured in advance from the Contract Administrator, and the Iowa DOT and the
FHWA (when applicable) concurs, no claims will be allowed. However, the Owner shall have benefit of
the service rendered.
4.4 Progress Meetings
4.4.1 From time to time as the work progresses, conferences will be held at mutually convenient locations at
the request of the Contract Administrator to discuss details of the design and progress of the work.
The Consultant shall prepare and present such information and studies as may be pertinent and
necessary or as may be requested by the Contract Administrator, to enable the Contract
Administrator to pass judgment on the features and progress of the work.
4.5 Additional Plans
4.5.1 At the request of the Contract Administrator, the Consultant shall furnish sufficient prints of plans or
other data in such detail as may be required, for the purposes of review of details and for plan -in -hand
and field check inspections.
4.6 Termination of Agreement
4.6.1 In the event of the death of any member or partner of the Consultant's firm, the surviving members
shall complete the work, unless otherwise mutually agreed upon by the Owner and the survivors.
4.6.2 The right is reserved by the Owner to terminate this Agreement at any time upon not Tess than thirty
(30) days' written notice to the Consultant.
4.6.3 In the event the Agreement is terminated by the Owner without fault on the part of the Consultant, the
Consultant shall be paid for the reasonable and necessary work performed or services rendered and
delivered up to the effective date or time of termination. The value of the work performed and services
rendered and delivered, and the amount to be paid shall be mutually satisfactory to the Contract
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Administrator and to the Consultant. The Consultant shall be paid a portion of the fixed fee, plus
actual costs. The portion of the fixed fee shall be based on the ratio of the actual costs incurred to the
estimated actual costs contained in Attachment C. Actual costs to be reimbursed shall be determined
by audit of such costs to the date established by the Contract Administrator in the termination notice,
except that actual costs to be reimbursed shall not exceed the Estimated Actual costs, plus any
authorized contingency.
4.6.4 In the event the Agreement is terminated by the Owner for fault on the part of the Consultant, the
Consultant shall be paid only for work satisfactorily performed and delivered to the Contract
Administrator up to the date established by the termination notice. After audit of the Consultant's
actual costs to the date established by the Contract Administrator in the termination notice and after
determination by the Contract Administrator of the amount of work satisfactorily performed, the
Contract Administrator shall determine the amount to be paid to the Consultant.
4.6.5 The right is reserved by the Owner to suspend this Agreement at any time. The Contract
Administrator may effect such suspension by giving the Consultant written notice, and it will be
effective as of the date established in the suspension notice. Payment for the Consultant's services
will be made by the Owner to the date of such suspension, in accordance with paragraph 4.6.3 above.
4.6.6 Should the Owner wish to reinstate the work after notice of suspension, such reinstatement may be
accomplished by thirty (30) days' written notice within a period of one year after such suspension,
unless this period is extended by written consent of the Consultant.
4.6.7 This Agreement will be considered completed
of if the Consultant is released prior to such timo by written notice from the Contract Administrator.
4.7 Extension of Time
4.7.1 The time for completion of each phase of this Agreement shall not be extended because of any delay
attributed to the Consultant, but may be extended by the Contract Administrator in the event of a
delay attributed to the Owner or the Contract Administrator, or because of unavoidable delays
caused by an act of God, war, government actions, or similar causes beyond the reasonable control of
the Consultant.
4.8 Mediation
4.8.1 In an effort to resolve any conflicts that arise during the design or construction of the project or following
the completion of the project, the Owner and the Consultant agree that all disputes between them
arising out of or relating to this Agreement shall be submitted to non-binding mediation unless the
parties mutually agree otherwise. The Owner and the Consultant further agree to include a similar
mediation provision in all agreements with independent contractors and Consultants retained for the
project and to require all independent contractors and Consultants also to include a similar mediation
provision in all agreements with subcontractors, subconsultants, suppliers or fabricators so retained,
thereby providing for mediation as the primary method for dispute resolution between the parties to
those agreements.
4.9 Arbitration
4.9.1 In the event the parties to this Agreement are unable to reach a settlement of any dispute arising out of
the services under this Agreement in accordance with Paragraph 4.8, then such disputes shall be
settled by binding arbitration by an arbitrator to be mutually agreed upon by the parties, and pursuant to
the arbitration procedures set out in Iowa Code Chapter 679A. Any arbitration pursuant to this
paragraph or mediation pursuant to Paragraph 4.8.1 shall occur in Black Hawk County, Iowa.
4.10 Responsibility For Claims And Liability
4.10.1 The Consultant shall defend, indemnify and save harmless the Owner, the Iowa Department of
Transportation, the State of Iowa, its agencies, agents, employees and assignees and the Federal
Government from all claims and liabilities due to design error, omission or negligent act of the
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Consultant, its members, agents, stockholders, or employees in connection with performance of this
Agreement.
4.11 Non -Raiding Clause
4.11.1 The Consultant shall not engage the services of any person or persons, then in the employment of the
Owner, for work covered by this Agreement without the written consent of the employer of such person.
4.12 General Compliance With Laws
4.12.1 The Consultant shall comply with all Federal, State and Local laws and ordinances applicable to the
work.
4.13 Subletting, Assignment Or Transfer
4.13.1 Subletting, assignment, or transfer of all or part of the interest of the Consultant in this Agreement is
prohibited unless written consent is obtained from the Contract Administrator and the Iowa DOT and
the FHWA (when applicable) concurs.
4.14 Forbidding Use of Outside Agents
4.14.1 The Consultant warrants that it has not employed or retained any company or person, other than a
bona fide employee working solely for the Consultant, to solicit or secure this Agreement, and that it
has not paid or agreed to pay any company or person, other than bona fide employees working solely
for the Consultant, any fee, commission, percentage, brokerage fee, gift, or any other consideration
contingent upon or resulting from the award or making of this Agreement. For breach or violation of this
warranty, the Owner shall have the right to annul the Agreement without liability, or in its discretion to
deduct from the Agreement price or consideration or otherwise recover the full amount of such fee,
commission, percentage, brokerage fee, or counterpart fee.
4.15 Consultant's Endorsement On Plans
4.15.1 The Consultant shall endorse the completed computations prepared under this Agreement, and shall
affix thereto the seal of a licensed professional engineer or architect, licensed to practice in the State of
Iowa, in accordance with the current Code of Iowa.
4.16 Compliance With Title 49, Code Of Federal Regulations
4.16.1 During the performance of this Agreement, the Consultant and its assignees and successors in
interest agree as follows:
4.16.1.1 Compliance with Regulations
4.16.1.1.1 The Consultant will comply with the regulations of the U.S. Department of Transportation, relative to
nondiscrimination in federally assisted programs of the U.S. Department of Transportation (Title 49,
Code of Federal Regulations, Part 21, hereinafter referred to as the "Regulations"), which are herein
incorporated by reference and made a part of this Agreement.
4.16.1.2 Nondiscrimination
4.16.1.2.1 The Consultant, with regard to the work performed by it, will not discriminate on the grounds of race,
religion, age, physical disability, color, sex or national origin in the selection and retention of
subconsultants, including procurement of materials and leases of equipment. The Consultant will not
participate, either directly or indirectly, in the discrimination prohibited by Section 21.5 of the
Regulations, including employment practices when the Agreement covers a program set forth in the
Regulations.
4.16.1.3 Solicitation for Subconsultants, Including Procurement of Materials and Equipment
4.16.1.3.1 In all solicitations, either by competitive bidding or negotiation made by the Consultant for work to be
performed under a subcontract, including procurement of materials or equipment, each potential
subconsultant or supplier shall be notified by the Consultant of the Consultant's obligation under this
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contract and the regulations relative to nondiscrimination on the grounds of race, religion, age, physical
disability, sex, or national origin.
4.16.1.4 Disadvantaged Business Enterprises
4.16.1.4.1 The Consultant or its subconsultants agree(s) to ensure that disadvantaged business enterprises
(DBEs) as defined in 49 CFR Part 26 have the maximum opportunity to participate in the performance
of contracts and subcontracts financed in whole or in part with Federal funds provided under this
Agreement. In this regard the Consultant and all of its subconsultants shall take all necessary and
reasonable steps in compliance with the Iowa DOT DBE Program to ensure disadvantaged business
enterprises have the maximum opportunity to compete for and perform contracts. The Consultant and
their subconsultants shall not discriminate on the basis of race, religion, age, physical disability, color,
sex or national origin in the award and performance of U.S. DOT assisted contracts. If, as a condition
of assistance, the Iowa DOT has submitted to the U.S. DOT, or the Consultant has submitted to the
Iowa DOT, and the U.S. DOT or Department has approved a disadvantaged business enterprise
affirmative action program which the Iowa DOT and/or Consultant agrees(s) to carry out, this
program(s) is incorporated into this Agreement by reference. This program shall be treated as a legal
obligation and failure to carry out its terms shall be treated as a violation of this financial assistance
agreement.
Upon notification to the Consultant of its failure to carry out the approved program, the Owner, the
Iowa DOT, and/or the U.S. DOT shall impose sanctions, which may include termination of the
Agreement or other measures that may affect the ability of the Consultant to obtain future U.S. DOT
financial assistance. The Consultant or any of its subconsultants are hereby advised that failure to
fully comply with the Iowa Department of Transportation's DBE Program shall constitute a breach of
contract and may result in termination of this Agreement or agreement(s) by the Owner or such remedy
as the Owner deems appropriate. Refer to Article 4.6 of the Agreement.
4.16.1.5 Information and Reports
4.16.1.5.1 The Consultant will provide all information and reports required by the regulations, orders and
instructions issued pursuant thereto, and will permit access to its books, records, accounts, other
sources of information, and its facilities as may be determined by the Owner, the Iowa DOT, or the
FHWA, to be pertinent to ascertain compliance with regulations, orders and instructions. Where any
information required of a Consultant is in the exclusive possession of another who fails or refuses to
furnish this information, the Consultant shall so certify to the Owner, the Iowa DOT, or the FHWA, as
appropriate, and shall set forth what efforts it has made to obtain information.
4.16.1.6 Sanctions for Noncompliance
4.16.1.6.1 In the event of the Consultant's noncompliance with the nondiscrimination provisions of this
Agreement, the Owner shall impose such contract sanctions as it, the Iowa DOT, or the FHWA, may
determine to be appropriate, including, but not limited to:
...1.6.1.1 Withholding of payments to the Consultant under the Agreement until the Consultant complies, and/or
...1.6.1.2 Cancellation, termination or suspension of the Agreement, in whole or in part.
4.16.1.7 Incorporation of Provisions
4.16.1.7.1 The Consultant will include the provisions of Article 4.16.1.1 through 4.16.1.6 of this Agreement in
every subagreement, including procurements of materials and lease of equipment, unless exempt by
the regulations, orders or instructions issued pursuant thereto. The Consultant will take such action
with respect to any subagreement or procurement as the Owner, Iowa DOT, or FHWA may direct as a
means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in
the event a Consultant becomes involved in, or is threatened with, litigation with a subconsultant or
supplier as a result of such direction, the Consultant may request the Owner, the Iowa DOT, or the
Untied States to enter into such litigation to protect the interests of the Owner , the Iowa DOT, and the
Unites States, respectively.
4.17 Access To Records
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4.17.1 The Consultant is to maintain all books, documents, papers, accounting records and other evidence
pertaining to this Agreement and to make such materials available at their respective offices at all
reasonable times during the agreement period, and for three years from the date of final payment under
the Agreement, for inspection and audit by the Owner, Iowa DOT, FHWA, or any authorized
representatives of the Federal Government; and copies thereof shall be furnished, if requested.
4.18 Iowa DOT and Federal Highway Administration Participation
4.18.1 The work under this Agreement shall be contingent upon and subject to the approval of the Iowa DOT
and the Federal Highway Administration (if applicable). The Iowa DOT and the Federal Highway
Administration shall have the right to participate in the conferences between the Consultant and the
Owner and to participate in the review or examination of the work in progress.
4.19 Severability
If any section, provision or part of this Agreement shall be adjudged invalid or unconstitutional, such
adjudication shall not affect the validity of the Agreement as a whole or any section, provision, or part
thereof not adjudged invalid or unconstitutional.
4.20 Choice of Law and Form
The laws of the State of Iowa shall govern and determine all matters arising out of or in connection with
this Agreement without regard to the choice of law provisions of Iowa law. In the event any proceeding
of a quasi-judicial or judicial nature is commenced in connection with this Agreement, the exclusive
jurisdiction for the proceeding shall be brought in the Black Hawk County District Court for the State of
Iowa, Waterloo, Iowa. 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
Owner.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their proper officials
thereunto duly authorized as of the dates below indicated.
Ament, Inc.
_,,,,6),C) `"
9(„._,_
Michael G. Dryden, P.E.
Secretary/Treasurer
City ` aterloo, I w
6(41Ernest G. "Buck" Clark
Mayor
Iowa Department of Transportation
Accepted for FHWA Authorization*
Date:
3 0 br
Date: Li re\ `\
By: ®&"t Date: ' O° , / g
Robert Welper, P.E.
Local Systems Engineer
District 2 Office
* The Iowa DOT is not a party to this Agreement. However, by signing this Agreement, the Iowa DOT is indicating
the work proposed under this Agreement is acceptable for FHWA authorization of Federal funds.
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ATTACHMENT A
Scope of Services
Scope of Services
The scope of services to be performed by the ENGINEER shall be completed in accordance with generally
accepted standards of practice and shall include the services and supplies to perform tasks listed below.
[Note: The numbering and lettering of the scope of service items included in this attachment coincides with the
numbering and lettering for the same scope of service items found in Supplemental Agreement No. 4 (Revised).]
I. Project Management — [No additional effort is anticipated.]
II. Public Involvement Plan — [No additional effort is anticipated.]
III. Construction -Related Services
A. Construction Surveys — [No additional effort is anticipated.]
B. Construction Administration and Construction Observation
15. Additional Tasks. Perform or provide the following additional Construction Phase tasks or deliverables:
c. Perform materials testing on engineered fill and subgrade and perform concrete (air and slump tests)
and record test results for Portland cement concrete (PCC) pavement, sidewalk, driveways, cast -in-
place structures, etc. in conformance with the requirements of the Iowa Department of Transportation
(DOT) Construction Manual. If required, prepare test cylinders or beams, transport test specimens to
the laboratory, perform strength tests on test specimens, and prepare and document test results.
Terracon Consultants, Inc. will perform this task.
d. Perform PCC plant monitoring in conformance with the requirements of the Iowa DOT Construction
Manual, Appendix 3-2. Terracon Consultants, Inc. will perform this task.
C. Duration of Construction Phase — The Construction Phase will commence with the execution of the first
Construction Agreement for the Project or any part thereof and will terminate upon written recommendation by
ENGINEER for final payment to Contractors. If the Project involves more than one prime contract,
Construction Phase services may be rendered at different times in respect to the separate contracts.
D. Limitation of ENGINEER's Authority and Responsibilities — Neither ENGINEER's authority or responsibility
under this Agreement or under any other provision of the Contract Documents nor any decision made by
ENGINEER in good faith either to exercise or not exercise such authority or responsibility or the undertaking,
exercise, or performance of any authority or responsibility by ENGINEER shall create, impose, or give rise to
any duty in contract, tort, or otherwise owed by ENGINEER to CONTRACTOR, any Subcontractor, any
Supplier, any other individual or entity, or to any surety for or employee or agent of any of them.
ENGINEER shall not be responsible for the acts or omissions of any Contractor, or of any of their
subcontractors, suppliers, or of any other individual or entity performing or furnishing any of the Work.
ENGINEER shall not be responsible for failure of any Contractor to perform or furnish the Work in accordance
with the Contract Documents.
The limitations upon authority and responsibility set forth above shall also apply to ENGINEER's Consultants,
Resident Project Representative, and assistants.
IV. Deliverables
A. ENGINEER Deliverables
7. The deliverables indicated in Exhibit A-1 to OWNER and/or Iowa DOT, as appropriate.
V. Owner's Responsibilities — [No additional Owner responsibilities.]
TASKS TO BE PERFORMED BY THE OWNER: - [No additional tasks to be performed by OWNER.]
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This is ATTACHMENT A-1, consisting of four (4) page(s),
referred to in the agreement between the OWNER and
Ament Design, effective March 2, 2015.
DUTIES, RESPONSIBILITIES, AND LIMITATIONS OF AUTHORITY OF
RESIDENT PROJECT REPRESENTATIVE
Resident Project Representative
A. CONSULTANT shall provide a Resident Project Representative ("RPR"), assistants, and other field staff to
assist CONSULTANT in observing progress and quality of the Work. The RPR, assistants, and other field
staff under this Exhibit A-1 may provide full time representation or may provide representation to a lesser
degree.
B. Through such additional observations of Contractor's work in progress and field checks of materials and
equipment by the RPR and assistants, CONSULTANT shall endeavor to provide further protection for
OWNER against defects and deficiencies in the Work. However, CONSULTANT shall not, during such visits
or as a result of such observations of Contractor's work in progress, supervise, direct, or have control over the
Contractor's Work nor shall CONSULTANT have authority over or responsibility for the means, methods,
techniques, sequences, or procedures selected by Contractor, for safety precautions and programs incident
to the Contractor's work in progress, for any failure of Contractor to comply with Laws and Regulations
applicable to Contractor's performing and furnishing the Work, or responsibility of construction for Contractor's
failure to furnish and perform the Work in accordance with the Contract Documents. In addition, the specific
limitations set forth in Attachment A of the Agreement are applicable.
C. The duties and responsibilities of the RPR are limited to those of CONSULTANT in the Agreement with the
OWNER and in the Contract Documents, and are further limited and described as follows:
1. General: RPR is CONSULTANT's agent at the Site, will act as directed by and under the supervision of
CONSULTANT, and will confer with CONSULTANT regarding RPR's actions. RPR's dealings in matters
pertaining to the Contractor's work in progress shall in general be with CONSULTANT and Contractor,
keeping OWNER advised as necessary. RPR's dealings with subcontractors shall only be through or
with the full knowledge and approval of Contractor. RPR shall generally communicate with OWNER with
the knowledge of and under the direction of CONSULTANT.
2. Schedules: Review the progress schedule, schedule of Shop Drawing and Sample submittals, and
schedule of values prepared by Contractor and consult with CONSULTANT concerning acceptability.
3. Conferences and Meetings: Attend meetings with Contractor, such as preconstruction conferences,
progress meetings, job conferences and other project -related meetings, and prepare and circulate copies
of minutes thereof.
4. Liaison:
a. Serve as CONSULTANT's liaison with Contractor, working principally through Contractor's
superintendent and assist in understanding the intent of the Contract Documents.
b. Assist CONSULTANT in serving as OWNER's liaison with Contractor when Contractor's operations
affect OWNER's on -Site operations.
c. Assist in obtaining from OWNER additional details or information, when required for proper execution of
the Work.
5. Interpretation of Contract Documents: Report to CONSULTANT when clarifications and interpretations of
the Contract Documents are needed and transmit to Contractor clarifications and interpretations as
issued by CONSULTANT.
6. Shop Drawings and Samples:
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a. Record date of receipt of Samples and approved Shop Drawings.
b. Receive Samples which are furnished at the Site by Contractor, and notify CONSULTANT of availability
of Samples for examination.
c. Advise CONSULTANT and Contractor of the commencement of any portion of the Work requiring a
Shop Drawing or Sample submittal for which RPR believes that the submittal has not been approved by
CONSULTANT.
7. Modifications: Consider and evaluate Contractor's suggestions for modifications in Drawings or
Specifications and report with RPR's recommendations to CONSULTANT. Transmit to Contractor in
writing decisions as issued by CONSULTANT.
8. Review of Work and Rejection of Defective Work:
a. Conduct on -Site observations of Contractor's work in progress to assist CONSULTANT in determining if
the Work is in general proceeding in accordance with the Contract Documents.
b. Report to CONSULTANT whenever RPR believes that any part of Contractor's work in progress will not
produce a completed Project that conforms generally to the Contract Documents or will prejudice the
integrity of the design concept of the completed Project as a functioning whole as indicated in the
Contract Documents, or has been damaged, or does not meet the requirements of any inspection, test
or approval required to be made; and advise CONSULTANT of that part of work in progress that RPR
believes should be corrected or rejected or should be uncovered for observation, or requires special
testing, inspection or approval.
9. Inspections, Tests, and System Startups:
a. Consult with CONSULTANT in advance of scheduled major inspections, tests, and systems startups of
important phases of the Work.
b. Verify that tests, equipment, and systems start-ups and operating and maintenance training are
conducted in the presence of appropriate OWNER's personnel, and that Contractor maintains adequate
records thereof.
c. Observe, record, and report to CONSULTANT appropriate details relative to the test procedures and
systems startups.
d. Accompany visiting inspectors representing public or other agencies having jurisdiction over the Project,
record the results of these inspections, and report to CONSULTANT.
10. Records:
a. Maintain at the Site orderly files for correspondence, reports of job conferences, reproductions of
original Contract Documents including all Change Orders, Field Orders, Work Change Directives,
Addenda, additional Drawings issued subsequent to the execution of the Contract, CONSULTANT's
clarifications and interpretations of the Contract Documents, progress reports, Shop Drawing and
Sample submittals received from and delivered to Contractor, and other Project related documents.
b. Prepare a daily report or keep a diary or log book, recording Contractor's hours on the Site, weather
conditions, data relative to questions of Change Orders, Field Orders, Work Change Directives, or
changed conditions, Site visitors, daily activities, decisions, observations in general, and specific
observations in more detail as in the case of observing test procedures; and send copies to
CONSULTANT.
c. Record names, addresses and telephone numbers of all Contractors, subcontractors, and major
suppliers of materials and equipment.
d. Maintain records for use in preparing Project documentation.
e. Upon completion of the Work, furnish original set of all RPR Project documentation to CONSULTANT.
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11. Reports:
a. Furnish to CONSULTANT periodic reports as required of progress of the Work and of Contractor's
compliance with the progress schedule and schedule of Shop Drawing and Sample submittals.
b. Draft and recommend to CONSULTANT proposed Change Orders, Work Change Directives, and Field
Orders. Obtain backup material from Contractor.
c. Furnish to CONSULTANT and OWNER copies of all inspection, test, and system startup reports.
d. Report immediately to CONSULTANT the occurrence of any Site accidents, any Hazardous
Environmental Conditions, emergencies, or acts of God endangering the Work, and property damaged
by fire or other causes.
12. Payment Requests: Review Applications for Payment with Contractor for compliance with the established
procedure for their submission and forward with recommendations to CONSULTANT, noting particularly
the relationship of the payment requested to the schedule of values, Work completed, and materials and
equipment delivered at the Site but not incorporated in the Work.
13. Certificates, Operation and Maintenance Manuals: During the course of the Work, verify that materials
and equipment certificates, operation and maintenance manuals and other data required by the
Specifications to be assembled and furnished by Contractor are applicable to the items actually installed
and in accordance with the Contract Documents, and have these documents delivered to CONSULTANT
for review and forwarding to OWNER prior to payment for that part of the Work.
14. Completion:
a. Before CONSULTANT issues a Certificate of Substantial Completion, submit to Contractor a list of
observed items requiring completion or correction.
b. Observe whether Contractor has arranged for inspections required by Laws and Regulations, including
but not limited to those to be performed by public agencies having jurisdiction over the Work.
c. Participate in a final inspection in the company of CONSULTANT, OWNER, and Contractor and
prepare a final list of items to be completed or corrected.
d. Observe whether all items on final list have been completed or corrected and make recommendations
to CONSULTANT concerning acceptance and issuance of the Notice of Acceptability of the Work.
D. Resident Project Representative shall not:
1. Authorize any deviation from the Contract Documents or substitution of materials or equipment (including
"or -equal" items).
2. Exceed limitations of CONSULTANT's authority as set forth in the Agreement or the Contract Documents.
3. Undertake any of the responsibilities of Contractor, subcontractors, suppliers, or Contractor's
superintendent.
4. Advise on, issue directions relative to or assume control over any aspect of the means, methods,
techniques, sequences or procedures of Contractor's work unless such advice or directions are
specifically required by the Contract Documents.
5. Advise on, issue directions regarding, or assume control over safety precautions and programs in
connection with the activities or operations of OWNER or Contractor.
6. Participate in specialized field or laboratory tests or inspections conducted off-site by others except as
specifically authorized by CONSULTANT.
7. Accept Shop Drawing or Sample submittals from anyone other than Contractor.
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8. Authorize OWNER to occupy the Project in whole or in part.
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ATTACHMENT B
Specifications
Iowa Department of Transportation Standard Specifications for Highway and Bridge Construction, Series 2012,
plus General Supplemental Specifications; and applicable Supplemental Specifications, Developmental
Specifications, and Special Provisions.
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ATTACHMENT C (referenced from 3.1)
Fees and Payments - Cost Plus Fixed Fee
3.1.1 FEES AND PAYMENTS
3.1.1.1 Fees. For full and complete compensation for all work, materials, and services furnished under the
terms of this Agreement, the Consultant shall be paid fees in the amounts of the Consultant's actual
cost plus applicable fixed fee amount. Consultants' actual costs shall include payments to any
subconsultants. The estimated actual costs and fixed fee are shown below and are itemized in
Attachment C-1. The nature of engineering services is such that actual costs are not completely
determinate. Therefore, it is possible that the Consultant's actual costs may exceed those shown in
Attachment C-1 and as shown below. A contingency amount has been established to provide for actual
costs that exceed those estimated.
Estimated Actual Costs $ 0.00
Fixed Fee [Prime Only] $ 0.00
Contingency [Prime Only] $ 0.00
Maximum Amount Payable $ 31.314.00
If at any time during the work the Consultant determines that its actual costs will exceed the estimated
actual costs, thus necessitating the use of a contingency amount, it will promptly so notify the Contract
Administrator in writing and describe what costs are causing the overrun and the reason. The
Consultant shall not exceed the estimated actual costs without the prior written approval of the
Contract Administrator and concurrence of the Iowa DOT and the FHWA (when applicable). The
Owner or the Iowa DOT may audit the Consultant's cost records prior to authorizing the use of a
contingency amount. The Consultant shall establish a procedure for comparing the actual costs
incurred during the performance of the work to the estimated actual costs listed above.
The purpose is to monitor these two elements and thus provide for early identification of any potential
for the actual costs exceeding the estimated actual costs. If the Consultant exceeds the estimated
actual costs for any reason (other than that covered in Section 3.1.1.2.3) before the Contract
Administrator is notified in writing, the Owner will have the right, at its discretion, to deny the use of
the contingency amount.
The fixed fee amount will not be changed unless there is a substantial change in scope, character, or
complexity of the services covered by this Agreement or the time schedule is changed by the Owner.
Any change in the fixed fee amount will be made by a Supplemental Agreement or Extra Work Order.
The maximum amount payable under this Agreement is $31.314.00, which is the sum of the above
amounts. The maximum amount payable can not be exceeded except by Supplemental Agreement or
Extra Work Order if the Consultant establishes there is a substantial change in scope, character, or
complexity of the services covered by this Agreement, the Contract Administrator agrees, and the
Iowa DOT and FHWA (when applicable) concurs. If at any time it is determined that a maximum
amount payable will be or has been exceeded, the Consultant shall immediately so notify the Contract
Administrator in writing. The maximum amount payable may be increased by a Supplemental
Agreement or Extra Work Order, or this Agreement will be terminated, with the Owner having the right,
at its discretion, to terminate this Agreement without payment of the amount exceeding the maximum
amount payable. The Owner or the Iowa DOT may audit the Consultant's cost records prior to making
a decision whether or not to increase the maximum amount payable.
3.1.1.2 Reimbursable Costs. Reimbursable costs are the actual costs incurred by the Consultant which are
attributable to the specific work covered by this Agreement and allowable under the provisions of Title
48, Subchapter E., Part 30 (full cost accounting standards; when applicable), section 31.105 and
Subpart 31.2 of the current Federal Acquisition Regulation. These include the following:
1. Salaries of the employees for time directly chargeable to work covered by the Agreement, and
salaries of principals for time they are productively engaged in work necessary to fulfill the terms
of the Agreement.
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2. Direct non -salary costs incurred in fulfilling the terms of this Agreement. The Consultant will be
required to submit a detailed listing of direct non -salary costs incurred and certify that such costs
are not included in overhead expense pool. These costs may include travel and subsistence,
reproductions, computer charges and materials and supplies.
3. The indirect costs (salary related expenses and general overhead costs) to the extent that they
are properly allowable to the work covered by this Agreement. The Consultant has submitted to
the Owner the following indirect costs as percentages of direct salary costs to be used
provisionally for progress payments for work accomplished during the Consultant's current fiscal
year: Salary related expenses are 32.25% of direct salary costs and general overhead costs are
155.78% of direct salary costs. Use of updated overhead percentage rates shall be requested by
the Consultant after the close of each fiscal year and shall be used to update previous year
invoices and subsequent year as a provisional rate for invoicing in order to more accurately
reflect the cost of work during the previous and subsequent years. Any actual fiscal year or fiscal
year's audited or unaudited indirect costs rates known by the Consultant shall be used in
computing the final invoice statement. All unverified overhead rates shall have a schedule of
computation supporting the proposed rate attached to the final bill. Prior to final payment for work
completed under this Agreement all indirect cost rates shall be audited and adjusted to actual
rates through the most recently completed fiscal year during which the work was actually
accomplished. In the event that the work is completed in the current fiscal year, audited indirect
cost rates for the most recently completed fiscal year may be applied also to work accomplished
in the current fiscal year. If these new rates cause the estimated actual costs to be exceeded, the
contingency amount will be used.
3.1.1.3 Premium Overtime Pay. Premium overtime pay (pay over normal hourly pay) shall not exceed 2
percent of the total direct salary cost without written authorization.
3.1.1.4 Payments. Monthly payments shall be made based on the percentage of work completed and
substantiated by monthly progress reports. The report shall indicate the direct and indirect costs
associated with the work completed during the month. The Contract Administrator will check such
progress reports and payment will be made for the direct non -salary costs and salary and indirect costs
during said month, plus a portion of the fixed fee. The portion of the fixed fee to be paid will be in the
proportion of the actual work completed and documented on the monthly progress reports.
Upon delivery and acceptance of all work contemplated under this Agreement, the Consultant shall
submit one complete invoice statement of costs incurred and/or amounts earned. Payment of 100% of
the total cost claimed will be made upon receipt and review of such claim. Final audit will determine
correctness of all invoiced costs and final payment will be based upon this audit. The Consultant
agrees to reimburse the Owner for possible overpayment determined by final audit.
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ATTACHMENT C-1
Cost Analysis Sheet
Contract 843 / Supplemental Agreement No. 5
Project Number: STP -U-8155(731)--70-07
I. Direct Labor Cost
Category Hours Rate/Hour Amount
Engineer I
Engineer II
Tech I
Tech II
Payroll Total
II. Payroll Burden and Overhead Costs
Indirect Cost Factor: [Insert combined factor]
III. Direct Project Expenses
Phone/Fax
Mileage
Reproduction
Postage
miles @
Total Direct Project Expenses $
IV. Subcontract Expenses (Designate if Cost Plus or Fixed Fee)
List First Subconsultant Total Costs (EAC + FF + Cont.)CP $
List Second Subconsultant Total Costs (EAC+FF) LS $
List the remaining Subconsultant for this contract CP $
Total Subcontractor Costs $
V. Estimated Actual Costs (I + II + III + IV) $
(Rounded)
VI. Fixed Fee (Prime Only) % X (I + II) $
(Rounded)
VII. Contingency (Prime Only) % X (I + II + III) $
(Rounded)
VIII. Total Estimated Cost — Cost Plus Fixed Fee (V + VI + VII) $
(Maximum Amount Payable) (Rounded)
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