HomeMy WebLinkAboutAecom Technical Services-8/25/2014 (2)CITY OF WATERLOO
DEPARTMENT OF ENGINEERING TRANSMITTAL
715 Mulberry Street Waterloo, IA 50703
DATE:11 /3/14
TO: Yvonne Dillar, DOT
Transmitted herewith are:
QUANTITY
Contract No.858
PROJ ECT: RT -8155(734)-9H-07
DESCRIPTION
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Two Originals Subconsultant Agreements With Robinson Eng. and Stantec
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RT -8155(734)-9H-07 TAP -U -8155(741)--8I-07
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Cc: Clerk's Office with 2 originals
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City Engineering Department
By- � g-- Jeff BIes, Associate Engineer
A=COM
SHAULIS ROAD TRAIL EXTENSION
CITY OF WATERLOO, IOWA
SUBCONTRACT AGREEMENT
AECOM 319-232-6531 tel
501 Sycamore Street 319-232-0271 fax
Suite 222
Waterloo, Iowa 50703
www.aecom.com
THIS AGREEMENT is made and entered into by and between Robinson Engineering Company, 322 1st Street
East, Independence, Iowa, hereinafter referred to as "Subcontractor" and AECOM Technical Services, Inc., 501
Sycamore Street, Suite 222, Waterloo, Iowa, hereinafter referred to as "Consultant."
WITNESSETH
WHEREAS, the Consultant has heretofore entered into an Agreement dated September 8, 2014, hereinafter
referred to as the "Prime Contract," with the City of Waterloo, Iowa, hereinafter referred to as the "Client," to
provide professional services related to the Shaulis Road Trail Extension Project, hereinafter referred to as the
"Project."
WHEREAS, Consultant desires to engage Subcontractor to perform certain of the professional services related to
the Project, and;
WHEREAS, Subcontractor represents that it is fully qualified and willing to perform the services required
hereunder,
NOW THEREFORE, for and in consideration of the covenants and conditions hereinafter set forth, the parties do
mutually agree as follows:
Statement of Work
A. Subcontractor hereby agrees to perform the tasks and services set forth in Exhibit "A", entitled
"Statement of Services," attached hereto and made a part hereof, in accordance with the terms
and conditions expressed herein, and in a sequence, time and manner which will permit
Consultant to comply with the requirements and applicable sections of the Prime Contract,
incorporated herein by this reference and attached hereto as Exhibit D.
B. In addition to the Statement of Services described herein, Subcontractor agrees to be bound in
the same manner and to the same extent that Consultant is bound by all applicable sections of
the Prime Contract.
II. Compensation
For and in consideration of the services performed by Subcontractor hereunder, Consultant agrees to
pay Subcontractor the sums set forth under Exhibit "B" entitled, Compensation and Payment , attached
hereto and made a part hereof.
III. Terms And Conditions
In addition to applicable provisions of the Prime Contract, Subcontractor agrees to be bound by the
General Provisions for Subcontract Agreement identified as Exhibit "C" attached hereto and made a part
hereof.
IN WITNESS WHEREOF, the authorized representatives of the parties hereto have executed this Agreement
effective on the dates written below.
ROBINSON ENGINEERING COMPANY AECOM O IC SERV E
IN
By: )(Orme v y
Print Name: MOY11e9Sm ) Print Name:
Title: �cCS\T
Title:
Douglas W. Schindel, P.E.
Associate Vice President
Date: 1 v (ti Date:
September 26, 2014
EXHIBIT "A"
STATEMENT OF SERVICES
SERVICES
1. Subcontractor represents that it has the experience, personnel, and resources to perform the desired
services, and that all personnel engaged in the work hereunder shall be fully qualified and authorized or
permitted under applicable law or regulations to perform such services. None of the work or services
shall be subcontracted without the prior written approval of Consultant.
2. Subcontractor will perform or cause to be performed those services described below in accordance with
all laws, regulations, applicable codes and with the provisions of this agreement. Subcontractor shall use
reasonable efforts to conduct the services in an expeditious and timely manner.
3. A written definition of the Services to be performed by the Subcontractor is set forth below:
Consultant has entered into a Professional Services Agreement for the Shaulis Road Trail Extension
Project with the City of Waterloo, which is the Prime Contract. The services to be provided by the
Subcontractor are a portion of the services required under the Prime Contract.
The services to be provided by the Subcontractor shall include the following tasks:
Task 12 - Erosion Control Design. This task includes the development of 40 -scale plan views of the
project corridor showing the erosion control features such as seeding, matting, wattles,
revetment/erosion stone, silt fence and other erosion control features. Included in this task are the
completion of the tabulations and quantities for erosion control and the completion of the Pollution
Prevention Plan.
Task 27 - NPDES Permit Application. This task includes preparing and submitting public notices and
NPDES General Permit No. 2 to the Iowa DNR.
The Subcontractor shall provide the services in accordance with the project schedule developed by
Consultant's project manager.
EXHIBIT "B"
COMPENSATION AND PAYMENT
1. For and in consideration of the performance and completion of the services hereunder, Consultant
agrees to pay Subcontractor on a cost plus fixed fee basis in accordance with the cost summary provided
in Appendix A. Maximum amount payable is the total cost of Eight Thousand Three Hundred Seventy
Dollars ($8,370.00), which shall not be exceeded without written approval of ATS and concurrence by the
Client.
2. Once each month, Subcontractor shall submit an invoice for services rendered during the previous
month. Within thirty (30) days following receipt by Consultant from Client of payment for Subcontractor's
services, Consultant shall promptly pay Subcontractor the amount due. Consultant's receipt of
payment from the Client for Subcontractor's services is a condition precedent to Consultant's
obligation to pay Subcontractor.
3. Subcontractor shall not perform any additional service, or incur any additional expense in the
performance of this Agreement without the prior written approval of Consultant.
4. Consultant shall not be responsible for payment or reimbursement of monies for additional services
performed without the prior written approval of Consultant.
5. Should a change of scope or additional services be required, payment for such services will be
determined at the time of Consultant's written approval, and such shall be amended to this Agreement.
6. Subcontractor hereby agrees to indemnify Consultant against any payments made by Consultant to
Subcontractor which are subsequently disallowed by the Client, and agrees to promptly reimburse
Consultant for any such amounts plus interest which Consultant may be required to pay the Client on
behalf of Subcontractor.
7. Consultant will not be responsible for reimbursement (nor seeking reimbursement from the Client) for
costs invoiced more than 90 days after the costs were incurred.
EXHIBIT 'C"
GENERAL PROVISIONS FOR SUBCONTRACT AGREEMENT
1. Responsibility
Subcontractor shall be solely responsible for the professional quality, technical accuracy and the coordination of all designs,
drawings, specifications, calculations, data, reports or other Services to be provided hereunder, and shall, without any additional
compensation, correct or revise any errors or deficiencies promptly upon notice or discovery thereof. Neither a review, approval
or acceptance of, nor payment for, any of the Services required hereunder shall be construed as a waiver of any rights under
this Agreement by Consultant or of any cause of action arising out of the performance of this Agreement, and Subcontractor
shall be liable for all damages caused by or arising out of Subcontractor's performance of any Services provided or required
hereunder.
2. Changes
Consultant may, upon ten (10) days written notice, make changes in the Scope of Services to be provided hereunder. If such
changes result in an increase or a decrease in Services, the time required to performance thereof, or the compensation thereof,
this Agreement shall be modified accordingly in writing in order for such changes to be valid.
3. Termination
A. Performance of the work and Services hereunder may be terminated by Consultant at any time, in whole or in part:
(1) Whenever Subcontractor shall default in its obligations hereunder or fails to make progress in the
prosecution of the work or Services; or
(2) For the convenience of Consultant.
B. Termination shall be effected by delivery to Subcontractor of the Notice of Termination, specifying whether said
termination is for default of Subcontractor or for the convenience of Consultant, the extent to which performance of
the work and Services is terminated; and the date upon which said termination is to become effective. If, after Notice
of Termination for default, it is determined that Subcontractor was not in default, or that Subcontractor's failure to
fulfill its obligations was due to causes beyond its control and without its fault or negligence, the Notice of
Termination shall be deemed to have been issued for the convenience of Consultant.
C. Following receipt of Notice of Termination, Subcontractor shall discontinue performance on the date and to the extent
specified therein, and deliver to Consultant the completed or partially completed plans, information, data, reports,
estimates, summaries, materials, or other documents which, if performance had been completed, would be fumished
to Consultant. Subcontractor shall continue performance of such part of the work and Services which are not
terminated by the Notice of Termination. Subcontractor shall prepare and submit a termination claim for services
satisfactorily performed, which shall include costs and expenses, reimbursable in accordance with the Terms of this
Agreement, not previously paid to Subcontractor, incurred prior to the effective date specified in the Notice of
Termination, and Consultant may agree upon the whole or any part of the amount(s) claimed by Subcontractor on
account of the termination or partial termination.
D. In the event of termination for default, Consultant shall be entitled to complete the work and Services hereunder or
engage others to do so and in addition to whatever remedies it may have at law if the direct expense of completing
said work and Services is greater than the amount Subcontractor was to receive as compensation therefore,
Consultant shall be entitled to recover the difference from Subcontractor.
4. Confidentiality
Subcontractor hereby agrees that all information provided by Consultant pursuant to the work and Services hereunder shall be
considered confidential and proprietary, and shall not be reproduced, transmitted, used or disclosed by the Subcontractor
without the written consent of Consultant, except as may be necessary for the non -disclosing party to fulfill its obligations
hereunder provided that the limitation shall not apply to any information or portion thereof, which is within the public domain at
the time of its disclosure, or if the disclosure is required by law or court order. However, in no event shall the Subcontractor
respond to the subpoena or request without first providing notice to the Consultant. The requirements of this provision shall
survive the term of this Agreement.
5. Ownership and Reuse of Documents
All non-proprietary data, information, reports, drawings, renderings, or other documents or materials prepared by Subcontractor
hereunder shall become the property of Consultant or the Client if imposed by the Prime Contract, whether or not the work
covered thereby is executed; provided that Subcontractor may retain a record copy for its files. Any use, reuse, or modification
of Subcontractor's work product by Consultant shall be at Consultant's sole risk and with no liability to the Subcontractor
whatsoever.
6. Relationship
The legal relationship of Subcontractor to Consultant hereunder shall be that of an independent contractor and not that of an
agent, employee or joint venture.
7. Examination of Records
If the Services performed by Subcontractor hereunder are in support of any govemment contract or program, or under a cost
reimbursable type agreement, or for any authorized additional service or reimbursable expense, Subcontractor shall until the
expiration of three (3) years after final payment hereunder, maintain such books and records under generally recognized
accounting methods and permit inspection by Consultant or the Client, or the authorized representatives of either of them at
mutually convenient times, or the Comptroller General of the United States or any of his authorized representatives.
8. Compliance with Laws
Subcontractor shall comply with all applicable federal, state, and local laws, ordinances, rules, regulations, and orders in effect
throughout the term of this Agreement, including, but not limited to Executive Order No. 11246 of September 24, 1965, as amended
(regarding Equal Employment Opportunity), and the orders of the Secretary of Labor pursuant thereto.
9. Insurance
A. Without limiting Subcontractor's indemnification obligations, Subcontractor shall provide, pay for, and maintain in
force at all time during the performance of the services insurance to protect himself, Consultant, and the Client: from
claims arising under Workman's (Worker's) Compensation; from claims for damages because of bodily injury
including personal injury, sickness or disease or death of any person; from claims for damages resulting from injury
to or destruction of property, including loss of use thereof; and from claims arising out of the performance of
professional services, or as a consequence thereof, caused by error, omission, or negligent act for which
Subcontractor, its employees, agents, subcontractors, and material suppliers, or the invitees of any of them, may be
responsible.
B. Subcontractor shall provide, pay for, and maintain in force at all times during the performance of the services
insurance in compliance with the insurance requirements of the Prime Contract. In the event the Prime Contract
does not contain any insurance requirements, or to the extent such insurance requirements contained in the Prime
Contract are less than the following insurance requirements, Subcontractor shall provide, pay for, and maintain the
following insurance:
Workers' Compensation Insurance as may be required by all state and federal workers' compensation
acts, the Federal Longshoremen's and Harbor Workers' Compensation Act, the Outer Continental Shelf
Act and such other acts as may be applicable to the SUBCONTRACT SERVICES performed hereunder.
ii. Employers' Liability Insurance with amounts required by law or One Million $100,000.00 Dollars, whichever
is greater.
Commercial General Liability Insurance covering liabilities for death and personal injury and liabilities for
loss of or damage to property with combined single limit of One Million ($1,000,000.00) Dollars per
occurrence and Two Million ($2,000,000.00) Dollars in the aggregate.
iv. Automobile Public Liability Insurance with a minimum One Million ($1,000,000.00) Doll rs per occurrence
coverage for both bodily injury and property damage.Ohe
v. Professional Liability Insuran with limits of liability not less than) Million ($000,000.00) Dollars
each claim and 'Ilion ($00,000.00) in the aggregate.
C. Subcontractor shall submit tbitisultan certificates of insurance evidencing such policies upon the signing of this
Subcontract. The certificates provided to Consultant shall specifically state that Consultant shall be given thirty (30)
days notice prior to cancellation or material change in policy coverage.
D. Except with respect to Professional Liability Insurance and Worker's Compensation Insurance, Subcontractor shall
name Consultant and the Client as additional insured's on all insurance policies required above.
E. Subcontractor shall also require its subcontractors, if any, who will perform work on the Project to procure and
maintain the insurance specified above, naming Consultant and the Client as an additional insured's, and to fumish
Consultant proof thereof.
F. Subcontractor may meet the required limits in sub -paragraphs ii, iii and iv above through a combination of primary
and excess coverage, if allowed for by the Prime Contract.
10. Indemnity
Notwithstanding any provision of this Agreement to the contrary, Subcontractor agrees to indemnify and hold harmless, Consultant
and the Client from and against all claims, demands, damages, losses, costs, expenses (including reasonable attorneys' fees),
fines, or penalties to the extent arising out of any negligent act, error, or omission to act on the part of the Subcontractor or its
employees, agents, or independent contractors, or the invitees of any of them.
11. If the Consultant's liability is not expressly limited under the Prime Contract and/or such limitation is unenforceable or otherwise
void, then the Subcontractor's liability under this Agreement shall not be limited. Similarly, if Consultant's liability under the
Prime Contract is expressly limited and enforceable, then the Subcontractor's liability under this Agreement shall be limited to
the amount of Consultant's liability. It is further agreed that neither party shall be liable for any indirect, incidental, special or
consequential damages whatsoever (including, but not limited to, lost profits or interruption of business) if and to the extent
such damages are waived under the Prime Contract.
12. Remedies
The rights and remedies set forth herein shall be in addition to any other remedies provided bylaw, and waiver by Consultant of
any provision hereunder or a breach thereof by Subcontractor, shall not be deemed a waiver of future compliance thereof and
such provision shall continue in full force and effect.
13. Severabilitv
In the event that any term or provision of this Agreement is held to be illegal, invalid, or unenforceable under the laws,
regulations or ordinances of any federal, state, or other govemment to which this Agreement is subject, such term or provision
shall be deemed severed from this Agreement and the remaining terms and provisions shall remain unaffected thereby and
continue in full force.
14. Notices
All notices required or permitted under this Agreement shall be considered as duly given to any party for all purposes hereof
only if given in writing and hand delivered; or sent by registered or certified mail, postage prepaid and return receipt requested;
or sent by telex, telegram, TWX or cable and also confirmed by registered mail, postage prepaid and return receipt requested,
addressed as set forth below, or to such other address as may be designated by notice given as provided above. All notices
shall be effective upon first receipt, unless otherwise specked herein.
Consultant: AECOM Technical Services, Inc.
501 Sycamore Street, Suite 222
Waterloo, Iowa 50703
Attention: Mark D. Durbahn, P.E.
Subcontractor: Robinson Engineering Company
322 1st Street East
Independence, Iowa 50644
Attention: Monica Smith, P.E.
15. Modification
This Agreement may only be modified by a written amendment hereto, duly executed by both parties.
16. Successors and Assignment
Subcontractor binds itself, its successors, assigns, and legal representatives to Consultant with respect to all of the covenants of this
Agreement and further agrees that it shall not sell, assign, transfer, mortgage, pledge or in any manner encumber its interests in this
Agreement or in any proceeds from this Agreement without the prior written consent of Consultant. In the event that Subcontractor
violates the foregoing prohibition, or in the event that Subcontractor without the prior written consent of Consultant, which consent
shall not be unreasonably withheld, sells, assigns, transfers, mortgages, pledges or in any manner encumbers, except as security
for credit agreements, all or substantially all of its corporate assets, or directly or indirectly undergoes a change in control of its
ownership, Consultant shall be entitled, at its sole option:
1. To require the Subcontractor's successor to continue to perform under this Agreement and to continue to satisfactorily
fulfill Subcontractor's obligations under this Agreement or
2. To terminate this Agreement. In such case Subcontractor shall be responsible for any and all liabilities arising from such
termination. In the event that Consultant replaces Subcontractor with another consultant after such termination,
Subcontractor shall be responsible for any and all costs, expenses and liabilities arising from such substitution. In any
event, Subcontractor shall remain liable for any and all work product or services provided by it prior to the termination.
17. Extent of Agreement
This Agreement contains all of the promises, representations and understandings of the parties hereto and supersedes any
previous understandings, commitments, proposals or agreements, whether oral or written, and may only be modified as
hereinbefore provided.
18. Goveminq Laws
Unless otherwise specked herein, this Agreement shall be govemed by the law of the State of Iowa.
19. Professional Registration
If the Subcontractor's Services under this Agreement involve the production of documents or drawings that require signing or
sealing by a registered professional, Subcontractor warrants that it has such qualified person assigned to this Project who is
registered in the State of Iowa.
20. Subcontractor Quality Assurance and Control Plan
Subcontractor shall establish and maintain a Project Specific Quality Assurance and Control Plan (the "Quality Plan") that sets forth
Subcontractor's policy for quality assurance and control and the procedures for implementing that policy during the performance of
work or services as described in the Contract and/or subcontractors proposal. Subcontractor shall submit a copy of the Quality Plan
to Consultant prior to commencing performance of its services or work. Consultant reserves the right to review, comment, and
require a resubmission. All services or work performed by Subcontractor shall be in conformity with the Quality Plan. Submission
of the Quality Control Plan to Consultant does not relieve the Subcontractor of any liability for any deficiency in Subcontractor's work
or services, and Consultant does not accept any liability therefore. Subcontractor is subject to audits and reviews by Consultant as
part of its quality program to verify satisfactory implementation of the quality plan.
L:\workAADMIN\AGREEISUB1Robinson Shaulis Rd Trail Ext.doc
Professional Services Agreement
Shaulis Road Trail Extension
Waterloo, Iowa
This is an AGREEMENT, made as of the
day of in the year
by and BETWEEN the City of Waterloo, identified as the Owner,
City of Waterloo
715 Mulberry Street
Waterloo, Iowa 50703
and the Consultant
AECOM Technical Services, Inc.
501 Sycamore Street
Suite 222
Waterloo, Iowa 50703
for the following Project:
Exhibit D
Iowa DOT Project No.
City Project No.
The Owner has decided to develop an off-road trail adjacent to Shaulis Road, from the intersection of
Highway 21 to the Isle of Capri Boulevard in Waterloo, Iowa. It has been determined that the Owner
shall proceed with the preparation of the concept project development, preliminary and final design, plats
and legal descriptions, development of plans, specifications and contract documents and construction -
review services 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 supplemental engineering services in
connection with the above services for the improvements. The Consultant is willing to perform such
engineering work in accordance with the terms hereinafter provided and warrants that it is in compliance
with Iowa statutes relating to the licensure of professional engineers.
Page 1 of 25
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
Attachment B
Attachment C
Attachment D
Attachment E -
Attachment F -
Attachment G
Attachment H
- Scope of Services
- Specifications
- Fees and Payments
- Certification Regarding Debarment, Suspension, and Other Responsibility Matters
Certification of Consultant
Certification of Owner
- Sample Invoice Form
- Consultant Fee Proposal
Page 2 of 25
ARTICLE 1 INITIAL INFORMATION
1.1
1.2
1.2.1
1.2.2
1.3
1.3.1
This Agreement is based on the following information and assumptions.
Project Parameters
The objective or use is:
To provide concept project development, preliminary and final design, plats and legal
descriptions, and development of plans, specifications and contract documents for the off-road
trail adjacent to Shaulis Road, from the intersection of Highway 21 to the Isle of Capri
Boulevard in Waterloo, Iowa, and ultimately providing construction -review services for the
improvements.
Financial Parameters
The financial parameters are;
Amount of the Owner's budget for the Consultant's compensation is: $
Amount of the Consultant's budget for the subconsultants' compensation is: $
Project Team
The Owner's Designated Representative identified as the Contract Administrator is:
Mr. Jeff Bales
City of Waterloo
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:
Mr. Mark Durbahn, P.E.
AECOM
1.3.3 The subconsultants retained at the Consultant's expense are:
Robinson Engineering Company
Stantec Consulting Services 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 The construction plans and specifications shall be completed and accepted on or before
July 21, 2015, in anticipation of an October 20, 2015, letting date.
1.4.3 The Consultant shall not begin final design activities until after the Owner has been notified by
the Iowa DOT that FHWA Environmental Concurrence has been obtained. Upon receipt of
such notice, the Owner will provide the Consultant notice to proceed with final design
activities.
ARTICLE 2 SCOPE OF SERVICES AND OTHER SPECIAL TERMS AND CONDITIONS
2.1 Enumeration of Parts of the Agreement. This Agreement, including its attachments,
represents the entire and integrated agreement between the Owner and the Consultant and
supersedes all prior negotiations, representations or agreements, either written or oral. This
Agreement may be amended only by written instrument signed by the Owner, Consultant,
Page 3 of 25
Iowa DOT, and the FHWA (if applicable). This Agreement comprises the documents listed
below.
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 Attachment A.
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. In addition, applicable sections of the U.S. Department of
Transportation Federal Aid Policy Guide (FAPG) shall be used as a guide in preparation of
plans, specifications and estimates.
2.1.3 Other documents as follows:
.1 Fees and Payments — Attachment C
.2 Certification Regarding Debarment, Suspension, and Other Responsibility Matters -
Attachment D
.3 Certification of Consultant - Attachment E
.4 Certification of Owner - Attachment F
.5 Sample Invoice Form - Attachment G
.6 Consultant Fee Proposal - Attachment H
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
Page 4 of 25
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 govem.
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.
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.
Page 5 of 25
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 Consultants 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 less 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 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 when the construction of the project has
progressed sufficiently to make it clear that the construction can be completed without further
Page 6 of 25
revisions in that work, or if the Consultant is released prior to such time 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, govemment 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 Govemment from all claims and liabilities due to design error, omission or negligent act
of the Consultant, its members, agents, stockholders, or employees in connection with
performance of this Agreement.
4.10.2 The Consultant shall obtain and keep in force insurance coverage for professional liability
(errors and omissions) with a minimum limit of $1,000,000 per claim and in the aggregate, and
all such other insurance required by law. Proof of the Consultant's insurance for professional
liability coverage and all such other insurance required by law will be provided to the Owner at
the time this Agreement is executed and upon each insurance coverage renewal.
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.
Page 7 of 25
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
4.16.1.2.1The 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
Page 8 of 25
obligation under this 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
4.16.1.6.11n 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.
Page 9 of 25
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 United States to enter
into such litigation to protect the interests of the Owner , the Iowa DOT, and the United States,
respectively.
4.17 Access To Records
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 govem 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.
Page 10 of 25
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.
AECOM TECHNICAL SERVICES, INC.
CITY Qr'WATERLOO
O /
c indei, P.E.
esident
Ernest G. Clark
Mayor
Iowa Department of Transportation
Accepted for FHWA Authorization'
Date:
Date:
/ua. a9 , 014 -
By: Date: / - , ,,20) y
q'
* The Igwa 6OT 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.
Page 11 of 25
ATTACHMENT A
Scope of Services
SHAULIS ROAD TRAIL EXTENSION, PHASE I
HIGHWAY 21 TO THE ISLE OF CAPRI BOULEVARD
WATERLOO, IOWA
DESIGN SERVICES
Project Description
This project includes the construction of a 1.8 mile shared -use path along the north side of Shaulis Road
from IA 21 to the Isle of Capri Boulevard. This 10' wide PCC shared -use path will include a crossing of IA
21, culvert extensions, possible headwall construction, driveway modifications and erosion control. The
project is anticipated to be constructed in late summer of 2015 or spring of 2016.
Scope of Services
The Scope of Services provided on this project will include the topographic survey, environmental review,
preparation of the concept statement, preparation of easements, preliminary and final design. The project
will be designed assuming an Iowa DOT letting using Iowa DOT standards and specifications. The Scope
of Services is further described by the following tasks:
Survey and Conceptual Analysis
Tasks 1 - 4. These tasks include the development of the trail concept along the north side of Shaulis
Road by identifying a suitable location for the trail.
Task 1 - Design Survey and Base Mapping. This task includes the topographic survey of the north side of
Shaulis Road from IA 21 to the Isle of Capri Boulevard. The topographic survey will be from the edge of
pavement or top of curb to 10 feet north of the right-of-way line. Utilities will be identified and a joint
meeting will be scheduled with the possible utilities within the corridor. Property pins will be located along
the north side of Shaulis Road so that a determination can be made on the location of the north right-of-
way line.
Task 2 - Concept Review. This task includes evaluating locations of the shared -use path along the north
side of Shaulis Road. From IA 21 to Hammond Avenue, alternatives will be evaluated which include a 6 -
foot granular shoulder separating the path and roadway or a 6 -foot granular shoulder and 5 -foot grass
buffer separating the path and roadway. The granular shoulder options can include RAP in lieu of
granular material. From Hammond Avenue to Hess Road, the location of the power poles will be
evaluated, and a determination will be made if poles need to be relocated. From Hammond Avenue to
Isle of Capri Boulevard, options will be explored that pulls the path away from Shaulis Road. The path
alignment will also be developed around the drainageway between Lost Island entrance and Isle of Capri
Boulevard. Figures will be developed so that a comparison can be made between the possible concepts.
The figures will include plan views and cross sections.
Task 3 - Wetland Delineation and Threatened and Endangered Species Habitat Survey. This task
includes the delineation of any wetlands that may be identified in the corridor. Also included in this task is
an evaluation of the threatened and endangered species habitat along the northerly right-of-way of
Shaulis Road which will include the proposed project disturbance limits. This task will be completed by
Stantec Consulting Services Inc.
Task 4 - Concept Statement. This task includes the preparation of an Iowa DOT Concept Statement,
including a map of the project limits. The concept statement will include the submittal of the
environmental report completed by Stantec Consulting Services Inc.
Page 12 of 25
Preliminary Design
Tasks 5 - 10. These tasks include preparation of the preliminary construction plans for 1.8 miles of
shared -use path that show the proposed construction limits to identify possible right-of-way impacts. The
preliminary plans will include the alignment and location of the shared -use path, the proposed profile,
culvert extensions, driveway modifications and ADA ramp layouts.
Task 5 - Title and Legend Sheets (A -Series Sheets).
Task 6 - Typical Cross Sections (B -Series Sheets). This task includes the developing of the typical cross
sections throughout the corridor. Iowa DOT standard typical cross sections will be utilized where possible
but much of the typical cross sections will be project specific.
Task 7 - Plan and Profile Sheets (D -Series Sheets). These sheets will include an alignment showing the
location of the shared -use path relative to Shaulis Road, profile of the path, existing right-of-way
information, identification of property ownership and proposed easements.
Task 8 - ADA Ramp Detail Sheets (S -Series Sheets). This will include the preparation of details at each
of the seven quadrants along the corridor. This will include determining spot elevations and filling out
Tabulation 113-10 Sidewalk Compliance Tabulation.
Task 9 - Cross Section Sheets (W -Series Sheets). Cross sections will be cut at 25 -foot intervals which
show the existing ground, along with the proposed design. The existing right-of-way will be identified
within the cross sections.
Task 10 - Right -of -Way Documentation. This task includes the preparation of easements for the
construction of the shared -use path. It is estimated that 11 easements will be needed for the construction
of the shared -use path. This task includes the preparation of temporary easement exhibits for use by the
City for the continuation of the right-of-way process. It is assumed the City will negotiate and document
the acquisition of the easement rights.
Final Design
Tasks 11 - 24. These tasks include the preparation of the final construction plans meeting Iowa DOT
standards and specifications.
Task 11 - Culvert Extensions and Storm Sewer Design. This task includes the design of the culvert and
storm sewer extensions. Notes will be developed along with Tabulations 104-3 and or 104-5B.
Task 12 - Erosion Control Design. This task includes the development of 40 -scale plan views of the
project corridor showing the erosion control features such as seeding, matting, wattles, revetment/erosion
stone, silt fence and other erosion control features. Included in this task are the completion of the
tabulations and quantities for erosion control and the completion of the Pollution Prevention Plan. This
task will be completed by Robinson Engineering.
Task 13 - Title and Legend Sheets (A -Series Sheets).
Task 14 - Typical Sections and Details (B -Series Sheets).
Task 15 - Quantities, Estimate Reference Notes and Tabulations (C -Series Sheets). Necessary
tabulations will be developed such as shared -use path quantities, driveway tabulation, signing tabulation,
removal tabulations, pavement markings, curbs, safety closures, clearing and grubbing, and other
tabulations.
Page 13 of 25
Task 16 - Plan and Profile Sheets (D -Series Sheets). It is estimated that there will be 12 sheets at 40 -
scale. Design details, removals, signing, drainage, profiles, ditch grades and other design features will be
displayed on the D -Series Sheets.
Task 17 - Geometric Data Sheets (G -Series Sheets). The geometric sheets will include reference ties,
benchmark information and alignment data for the proposed shared -use path.
Task 18 - Traffic Control Notes (J -Series Sheetsl. These sheets will show notes on traffic control that will
be required during construction. It is anticipated that Shaulis Road will remain open and that short
duration lane closures may be necessary during construction.
Task 19 - Sidewalk Details (S -Series Sheets). This will include the preparation of sidewalk details at each
quadrant of each intersection. This will include determining spot elevations and filling out Tabulation 113-
10 Sidewalk Compliance.
Task 20 - Structural Detail Sheets (U -Series Sheets). These sheets will include the special details
needed for the design of the headwall west of Charolais Drive.
Task 21 - Cross Section Sheets (W -Series Sheets).
Task 22 - Construction Cost Opinion. This task includes the preparation of an estimated opinion of
construction cost.
Task 23 - Final Revisions. This task includes final revisions of the check plans and final plans based on
comments received from the Iowa DOT.
Task 24 - On -Line Bid Item Entry. This task includes the entry of bid items into the Iowa DOT on-line
system.
Project Administration
Tasks 25 - 32. These tasks include project administration tasks such as internal meetings, client review
meeting, a public informational meeting, individual property owner meetings, utility coordination, Iowa
DOT coordination, NPDES permit application and other administration items which are further described
in this section.
Task 25 - Quality Control Review. Includes intemal independent project reviews of project documents
prior to release of documents.
Task 26 - Project Meetings. This task includes intemal communications and meetings with staff.
Included in this task are three review meetings with City design staff to go over details of the design and
schedule of the project. Also included in this task are six individual meetings with property owners such
as Lost Island Water Park and Isle of Capri Casino to go over right-of-way questions and to describe the
project. All external meetings will include the preparation and distribution of meeting minutes.
Task 27 - NPDES Permit Application. This task includes preparing and submitting public notices and
NPDES General Permit No. 2 to the Iowa DNR. This task will be completed by Robinson Engineering.
Task 28 - Iowa DOT Coordination. This task includes coordination with the Iowa DOT to obtain an Iowa
DOT right-of-way permit for the IA 21 shared -use path crossing.
Task 29 - Utility Coordination. This task includes submittals to the affected utilities throughout the project
development. Coordination will include working with MidAmerican to determine impact to power poles
along the north side of Shaulis Road.
Page 14 of 25
Task 30 - Public Informational Meeting. This task includes the preparation and attendance at a public
informational meeting.
Task 31 - Pre -Letting Activities. This task includes the answering of questions from contractors and the
Office of Contracts.
Task 32 — Post -Letting Activities. This task includes answering questions after the letting and attendance
at the preconstruction conference.
Desiqn Exclusions
The following tasks are not anticipated and are not included in the Scope of Services:
• Traffic signal modifications at Isle of Capri Boulevard.
• Lighting design at IA 21 or throughout the corridor.
• Wetland mitigation design.
• Right-of-way services such as the securement and negotiation of easements needed to construct
the project.
Future Phases of Work
The following phases of the project are not included in this scope, but will be added by supplemental
agreement or will be included in a future contract at the time the services are needed:
• Setting of Property Pins in the Field and Recording of Final Acquisition Plats
• Construction -Related Services
Page 15 of 25
ATTACHMENT B
Specifications
A. PROJECT DEVELOPMENT FOR ROAD AND BRIDGE IMPROVEMENTS
1. The Iowa DOT Federal -Aid Project Development Guide shall be used as a guide in the
overall project development process.
2. The current Iowa DOT Road Design Manual and Bridge Design Manual shall be used as
a guide in preparation of plans, specifications and estimates.
3. AASHTO Guide for the Development of Bicycle Facilities, 2012.
B. MISCELLANEOUS PROVISION
The following miscellaneous provision shall apply to the work to be performed and the
engineering services to be furnished under this Agreement:
1. Owner Responsibility: The Owner will provide the following:
a. Photocopies or electronic mapping of sewer utility records, water utility records,
storm sewer utility records, miscellaneous utility records, as available, and record
drawings for adjacent improvements from the Owner.
b. Land use/zoning information and maps.
c. Other records, drawings or files from Owner records, as required by the
Consultant for the project.
d. Design standards and Owner design details (electronic CADD version), if
different from IDOT standards and details.
e. Transcripts and/or records of pertinent Owner meetings and property owner
contacts.
f. Room arrangements, advertising, publicity and facility costs associated with any
public meetings or hearings.
g. All permit application fees.
h. Participation in all project meetings and workshops.
i. Timely reviews and decisions on project issues and submittals, as needed, to
maintain the project schedule.
C. DELIVERABLES
The following deliverables are anticipated for the project:
1. Base Mapping of Surveys
2. Planning -Level Digital Terrain Model
3. Wetland Boundary Delineation Report
4. Summary of Threatened and Endangered Species Habitat Assessment
5. Conceptual Plan and Profiles for Final Altematives
6. Planning -Level Cost Estimates
7. Preliminary Right -of -Way Estimates
8. Public Informational Meeting Handouts and Materials (One Meeting)
9. Summary of Public Informational Meeting (One Meeting)
10. Miscellaneous Graphics and Presentation Materials
11. Agendas and Minutes for Project Review Meetings
12. Miscellaneous Submittals and Correspondence Throughout the Project
13. Preliminary and Final Design Plans
14. Final Construction Documents
Page 16 of 25
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 H. 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 H and as shown below. A contingency amount
has been established to provide for actual costs that exceed those estimated.
Estimated Actual Costs $
Fixed Fee $
Contingency $
Maximum Amount Payable $
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 $_,
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:
Page 17 of 25
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.
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 and general overhead costs
are _% 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 eamed.
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 Ownerfor possible overpayment
determined by final audit.
Page 18 of 25
ATTACHMENT D
Certification Regarding Debarment, Suspension, and other Responsibility Matters
Primary Covered Transactions
Instructions for Certification
By signing and submitting this proposal, the prospective primary participant is providing the certification set out
below.
1. The inability of a person to provide the certification required below will not necessarily result in denial of
participation in this covered transaction. The prospective participant shall submit an explanation of why it
cannot provide the certification set out below. The certification or explanation will be considered in
connection with the department or agency's determination whether to enter into this transaction. However,
failure of the prospective primary participant to furnish a certification or an explanation shall disqualify
such person from participation in this transaction.
2. The certification in this clause is a material representation of fact upon which reliance was placed when
the department or agency determined to enter into this transaction. If it is later determined that the
prospective primary participant knowingly rendered an erroneous certification, in addition to other
remedies available to the Federal Government, the department or agency may terminate this transaction
for cause of default.
3. The prospective primary participant shall provide immediate written notice to the department or agency to
whom this proposal is submitted if at any time the prospective primary participant learns that its
certification was erroneous when submitted or has become erroneous by reason of changed
circumstances.
4. The terms "covered transaction," "debarred," "suspended," "ineligible," "lower tier covered transaction,"
"participant," "person" "primary covered transaction," "principal," "proposal," and "voluntarily excluded," as
used in this clause, have the meanings set out in the definitions and coverage sections of the rules
implementing Executive Order 12549. You may contact the department or agency to which this proposal
is being submitted for assistance in obtaining a copy of those regulations.
5. The prospective primary participant agrees by submitting this proposal that should the proposed covered
transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a
person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this
covered transaction, unless authorized by the department or agency entering into this transaction.
6. The prospective primary participant further agrees by submitting this proposal that it will Include the
clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion -
Lower Tier Covered Transaction," provided by the department or agency entering into this covered
transaction, without modification in all lower tier covered transactions and in all solicitations for lower tier
covered transactions.
7. 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 debarred, suspended, ineligible, or voluntarily excluded from the
covered transaction, 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. Each participant may, but is
not required to, check the Nonprocurement List.
8. 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.
9. Except for transactions authorized under paragraph 6 of these instructions, if a participant in a covered
transaction knowingly enters into a lower tier covered transaction with a person who is suspended,
debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other
remedies available to the Federal Government, the department or agency may terminate this transaction
for cause or default.
Certification Regarding Debarment, Suspension, and other Responsibility Matters Primary Covered
Transactions
(1) The prospective primary participant certifies to the best of its knowledge and belief, that it and its principals:
(a)
Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily
excluded from covered transactions by any Federal department or agency;
(b) Have not within a three-year period preceding this proposal been convicted of or had a civil judgment
rendered against them for commission of fraud or a criminal offense in connection with obtaining,
attempting to obtain, or performing a public (Federal, State or local) transaction or contract under a public
transaction; violation of Federal or State Antitrust statues or commission of embezzlement, theft, forgery,
bribery, falsification or destruction of records, making false statements, or receiving stolen property;
(c) Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal,
State or local) with commission of any of the offenses enumerated in paragraph (1)(b) of this certification;
and
(d) Have not within a three-year period preceding this application/proposal had one or more public
transactions (Federal, State or local) terminated for cause or default.
NOTE: Please see attached
(2) Where the prospective primary participant is unable to certify to any of the statements in this certification,
such prospective participant shall attach an explanation to this proposal.
AECOM Technical Services, Inc. Response:
• AECOM Technical Services, Inc. is not able to certify to paragraph 1(d). See attachment for required
disclosures with respect to this paragraph.
State of Iowa
Black Hawk County
I Douglas W. Schindel, Associate Vice President, of AECOM Technical Services, Inc., being duly sworn (or under
penalty of perjury under the laws of the United States and the State of Iowa) do hereby certify that the above
statements are true and correct.
Dougla-f . Schinsel, P E.
Subscribed and sworn to this
day of JTUto, ao)4-
AECOM
ATTACHMENT D
Certification Regarding Debarment, Suspension, and other Responsibility Matters
Primary Covered Transactions
(1) The prospective primary participant certifies to the best of its knowledge and belief,
that it and its principals:
(d) Have not within a three-year period preceding this application/proposal had one or
more public transactions (Federal, State or local) terminated for cause or default.
In response to Article 1(d) of the Attachment D, Certificate Regarding Debarment, Suspension
and other Responsibility Matters, AECOM Technical Services provides the following
disclosures:
1. City of Sarasota:
In or around November 2012, AECOM received a letter from the City of Sarasota
informing it that the City was terminating AECOM's contract for default. AECOM
responded to the City's letter, denying the claim that AECOM was, in any way, in default
of its obligations under the City but, nevertheless, acknowledging that the contract had
been terminated. Unfortunately, the City filed a lawsuit against AECOM and other
parties alleging breach of contract, among other claims. AECOM has responded to the
litigation and is vigorously defending the claims made against it. AECOM remains
hopeful that we will be able to amicably resolve the matter with the City. However, to
date the litigation remains pending.
2. City of West Hollywood:
In August 2013 and December 2013, AECOM Technical Services, Inc. (ATS) entered
into contracts with the City of West Hollywood, California (City) to update the Sunset
Specific Plan relative to billboards and tall walls. Thereafter, in February 2014, a
company outside the control of ATS, but in which ATS's ultimate parent AECOM
Technology Corporation holds an interest (AECOM Sunset Olive, LLC) purchased a
50% interest in a project known as Sunset Time, which is located in the Sunset Specific
plan area.
ATS has provided the City with information showing that although the two entities (ATS
and AECOM Sunset Olive, LLC) have partial overlapping ownership, their management
structures and reporting relationships are wholly separate. Nonetheless, on June 19,
2014, ATS received notice from the City that it was terminating the contracts for cause,
but would be willing to agree to a mutual termination if ATS would take certain actions,
including re -paying all compensation that ATS received for the work that it performed
under the contract, or in the alternative, the City would rescind the notice of termination
of ATS's contracts if AECOM Sunset Olive, LCC divests its interest in the Sunset Time
project. ATS disagrees with the City's assessment, but plans to negotiate with the client
to reach agreement on a mutual termination.
August 12, 2014
ATTACHMENT E
Certification of Consultant
I hereby certify that I, Douglas W. Schindel, am the Associate Vice President, and duly authorized
representative of the firm of AECOM Technical Services, Inc., whose address is 501 Sycamore Street,
Suite 222, Waterloo, Iowa, and that neither I nor the above firm here represented has:
(a) Employed or retained for a commission, percentage, brokerage, contingent fee, or other
consideration, any firm or person (other than a bona fide employee working solely for me or the
above Consultant) to solicit or secure this contract,
(b) Agreed, as an express or implied condition for obtaining this contract, to employ or retain the
services of any firm or person in connection with carrying out the contract, or
(c) Paid, or agreed to pay, to any firm, organization or person (other than a bona fide employee
working solely for me or the above Consultant) any fee, contribution, donation or consideration
of any kind for, or in connection with, procuring or carrying out the contract; except as here
expressly stated (if any):
I acknowledge that this certificate is to be furnished to the Iowa Department of Transportation and the
Federal Highway Administration, U.S. Department of Transportation, in connection with this contract
involving participation of Federal -aid highway funds, and is subject to applicable, State and Federal laws,
both criminal and civil.
r�
Douglas W. Schindel, P.E.
Made this 29 (bt day of
no Go
Page 22 of 25
ATTACHMENT F
Certification of Owner
I hereby certify that I, Ernest G. Clark, am the Mayor of the City of Waterloo, Iowa, and the duly
authorized representative of the Owner, and that the above consulting firm or its representative has not
been required, directly or indirectly as an express or implied condition in connection with obtaining or
carrying out this contract to:
(a) Employ or retain, or agree to employ or retain, any firm or person, or
(b) Pay, or agree to pay, to any firm, person, or organization, any fee, contribution, donation, or
consideration of any kind; except as here expressly stated (if any):
I acknowledge that this certificate is to be furnished the Iowa DOT and the Federal Highway
Administration, U.S. Department of Transportation, in connection with this contract involving participation
of Federal aid highway funds, and is subject to applicable State and Federal laws, both criminal and civil.
7_7;2
Ernest G. Clark
Mayor
Made this day of
Page 23 of 25
AQP'.
Consultant Name
Consultant Address
Consultant Address
ATTACHMENT G
Page 1
Cost Plus Fixed Fee Final Invoice
Date
Invoice No. Client Project No.
Invoice Period County
Covered
Consultant Job No.
Client Project
Description
Client Contract No.
Contract Cumulative Current
Estimate To Date Period
Labor Dollars (2002)
Labor Dollars (2001)
Labor Dollars (2000)
Labor Dollars (1999)
Overhead (2002)
Overhead (2001)
Overhead (2000)
Overhead (1999)
Direct Expenses
Mileage
Per Diem
CADD
Subconsultants (including authorized
contingency)
Name
Name
Name
Subtotal
Fixed Fee
Authorized Contingency
Total Authorized Amount
Total Billed To Date
Remaining Authorized Balance
Unauthorized Contingency
Prime
Subconsultant Name
Subconsultant Name
Labor Hours (2002)
Labor Hours (2001)
Labor Hours (2000)
Labor Hours (1999)
Page 24 of 25
•
•
•
ATTACHMENT G
Page 2
Cost Plus Fixed Fee Final Invoice Instructions
Employee Labor Hours and Dollars: A final cumulative job cost report that shows a breakdown of
labor by fiscal year, employee name, employee labor hours and employee labor rate is required.
In lieu of a final job cost report, a summary of the aforementioned information is needed. The
summary should be supported by monthly job cost detail.
Overhead Rates: Overhead rates and labor dollars to which the overhead rates are applied
should match the fiscal year in which the costs are incurred. Overhead rates applied to labor
should be audit verified when available. When not available, proposed FAR adjusted rates for the
fiscal year in which the labor is incurred should be used.
Direct Expenses: A final cumulative job cost report that shows a breakdown of direct expenses by
specific item (mileage, CADD, per diem, etc.) by fiscal year is required. Direct expense items
charged should identify the number of units (miles, hours, prints, copies, feet, etc.) and the rate
applied by fiscal year. In lieu of a final job cost report, a summary of the aforementioned
information is needed. The summary should be supported by monthly job cost detail.
Subconsultant: Final invoice requirements for subconsultants with cost plus fixed fee contracts
are the same as the requirements for the prime consultant. It is the prime consultant's
responsibility to assure such an invoice is acquired and attached to the prime's final invoice.
L:\work\ADMIMAGREE\PRORWat Shaulis Rd Trail Ext.doc
Page 25 of 25
APPENDIX A
Shaulls Road Trail Extension
IA 21 to Isle of Capri Boulevard
City of Waterloo, Iowa
Robinson Engineering Company
Staff Hour Estimate
Description of Work
Senior
Eng
Senior
Tech
Junior
Tech
Admin
Total
Final Design
12 Erosion Control Design.
Project Administration
. . _
27 NPDES Permit_Appiication.
.....
-.• .....
56
16
7
19
72
26
TOTAL HOURS
63
0
35
0
96
Shaulis Road Trail Extension
IA 21 to Isle of Capri Boulevard
City of Waterloo, Iowa
Robinson Engineering Company
Cost Analysis
I. Direct Labor Cost
APPENDIX A
Category Hours Rate/Hour Amount
Senior Engineer 63 $24.00 $1,512.00
Senior Technician 0 $18.00 $0.00
Junior Technician 35 $15.00 $525.00
Administration 0 $10.00 $0.00 $2,037.00
98
II. Payroll Burden and Overhead Costs 223.22% $4,546.99
III. Direct Project Expenses
Category Units Rate/Unit Amount
Miscellaneous, Other 1,000.00 $1,000.00
IV. Robinson Estimated Actual Costs $7,583.99
Rounded $7,580.00
V. Fixed Fee $790.00
VI. Contingency $0.00
VII. Maximum Amount Payable $8,370.00
ATOM
AECOM 319-232-6531 tel
501 Sycamore Street 319-232-0271 fax
Suite 222
Waterloo, Iowa 50703
www.aecom.com
SHAULIS ROAD TRAIL EXTENSION
CITY OF WATERLOO, IOWA
SUBCONTRACT AGREEMENT
THIS AGREEMENT is made and entered into by and between Stantec Consulting Services Inc., 209 Commerce
Parkway, P.O. Box 128, Cottage Grove, Wisconsin, 53527, hereinafter referred to as "Subcontractor" and AECOM
Technical Services, Inc., 501 Sycamore Street, Suite 222, Waterloo, Iowa, hereinafter referred to as "Consultant."
WITNESSETH
WHEREAS, Consultant has heretofore entered into an Agreement dated September 8, 2014, hereinafter referred
to as the "Prime Contract," with the City of Waterloo, Iowa, hereinafter referred to as the "Client," to provide
consulting services related to the Shaulis Road Trail Extension Project, hereinafter referred to as the "Project."
WHEREAS, Consultant desires to engage Subcontractor to perform certain of the professional services related to
the Project, and;
WHEREAS, Subcontractor represents that it is fully qualified and willing to perform the services required
hereunder,
NOW THEREFORE, for and in consideration of the covenants and conditions hereinafter set forth, the parties do
mutually agree as follows:
Statement of Work
A. Subcontractor hereby agrees to perform the tasks and services set forth in Exhibit "A", entitled
"Statement of Services", attached hereto and made a part hereof, in accordance with the terms
and conditions expressed herein, and in a sequence, time and manner which will permit
Consultant to comply with the requirements and applicable sections of the Prime Contract
incorporated herein by this reference and attached hereto as Exhibit D.
B. In addition to the Statement of Services described herein, Subcontractor agrees to be bound in
the same manner and to the same extent that Consultant is bound by all applicable sections of
the Prime Contract.
II. Compensation
For and in consideration of the services performed by Subcontractor hereunder, Consultant agrees to
pay Subcontractor the sums set forth under Exhibit "B" entitled, Compensation and Payment , attached
hereto and made a part hereof.
III. Terms And Conditions
In addition to applicable provisions of the Prime Contract, Subcontractor agrees to be bound by the
General Provisions for Subcontract Agreement identified as Exhibit "C" attached hereto and made a part
hereof.
IN WITNESS WHEREOF, the authorized representatives of the parties hereto have executed this Agreement
effective on the dates written below.
STANTEC CONSULTING SERVICES, INC. AECOM TECHNICAL SERVICES, INC.
By: W �,l'� By:
Print Name I rv./®® tj . 6 . (13., 11 Print Name:
Title: St cn�' or s p SSo C; .T -it- Title:
Date: /Cif Ga hg— q-_ Date:
Associate Vice President
September 19, 2014
EXHIBIT A
STATEMENT OF SERVICES
SERVICES
1. Subcontractor represents that it has the expertise, experience, personnel, and resources to perform the
desired services, and that all personnel engaged in the work hereunder shall be fully qualified and
authorized or permitted under applicable law or regulations to perform such services. None of the work
or services shall be subcontracted without the prior written approval of Consultant.
2. Subcontractor will perform or cause to be performed those services described below in accordance with
all laws, regulations, applicable codes and with the provisions of this agreement. Subcontractor shall use
its best efforts to conduct the services in an expeditious and timely manner.
3. A written definition of the services to be performed by the Subcontractor is set forth below:
Consultant has entered into a Professional Services Agreement for the Shaulis Road Trail Extension
Project with the City of Waterloo, Iowa, which is the Prime Contract. The services to be provided by the
Subcontractor are a portion of the services required under the Prime Contract.
The services to be provided by the Subcontractor are further defined as the delineation of any wetlands
that may be identified in the corridor. Also included in this task is an evaluation of the threatened and
endangered species habitat along the northerly right-of-way of Shaulis Road, which will include the
proposed project disturbance limits.
The Subcontractor shall provide the services in accordance with the project schedule developed by
Consultant's project manager.
EXHIBIT B
COMPENSATION AND PAYMENT
1. For and in consideration of the performance and completion of the services hereunder, Consultant
agrees to pay Subcontractor on a time and material basis in accordance with the Fee Schedule provided
in Appendix A. Maximum Amount Payable is the total cost of Three Thousand Two Hundred Dollars
($3,200.00), which shall not be exceeded without written approval of ATS and concurrence by the Client.
2. Once each month, Subcontractor shall submit an invoice for services rendered during the previous
month. Within thirty (30) days following receipt by Consultant from Client of payment for Subcontractor's
services, Consultant shall promptly pay Subcontractor the amount due. Consultant's receipt of payment
from the Client for Subcontractor's services is a condition precedent to Consultant's obligation to pay
Subcontractor.
3. Subcontractor shall not perform any additional service, or incur any additional expense in the
performance of this Agreement without the prior written approval of Consultant.
4. Consultant shall not be responsible for payment or reimbursement of monies for additional services
performed without the prior written approval of Consultant.
5. Should a change of scope or additional services be required, payment for such services will be
determined at the time of Consultant's written approval, and such shall be amended to this Agreement.
6. Subcontractor hereby agrees to indemnify Consultant against any payments made by Consultant to
Subcontractor which are subsequently disallowed by the Client, and agrees to promptly reimburse
Consultant for any such amounts plus interest which Consultant may be required to pay the Client on
behalf of Subcontractor.
7. Consultant will not be responsible for reimbursement (nor seeking reimbursement from the Client) for
costs invoiced more than 90 days after the costs were incurred.
EXHIBIT C
GENERAL PROVISIONS FOR SUBCONTRACT AGREEMENT
1. Responsibility
Subcontractor shall be solely responsible for the professional quality, technical accuracy and the coordination of all
designs, drawings, specifications, calculations, data, reports or other services to be provided hereunder, and shall,
without any additional compensation, correct or revise any errors or deficiencies promptly upon notice or discovery
thereof, provided such notice or discovery occurs within 2 years of the date the services were completed by
Subcontractor. Neither a review, approval or acceptance of, nor payment for, any of the services required hereunder
shall be construed as a waiver of any rights under this Agreement by Consultant or of any cause of action arising out of
the negligent errors or omissions or willful misconduct of the Subcontractor during the performance of this Agreement,
and Subcontractor shall be liable for all damages caused by or arising out of Subcontractor's performance of any
services provided or required hereunder.
2. Changes
Consultant may, upon ten (10) days written notice, make changes in the Scope of Services to be provided hereunder. If
such changes result in an increase or a decrease in services, the time required to performance thereof, or the
compensation thereof, this Agreement shall be modified accordingly in writing in order for such changes to be valid.
3. Termination
A. Performance of the work and services hereunder may be terminated by Consultant at anytime, in whole or in
part:
(1) Whenever Subcontractor shall default in its obligations hereunder or fails to make progress in the
prosecution of the work or services; or
(2) For the convenience of Consultant.
B. Termination shall be effected by delivery to Subcontractor of the Notice of Termination, specifying whether
said termination is for default of Subcontractor or for the convenience of Consultant, the extent to which
performance of the work and services is terminated; and the date upon which said termination is to become
effective. If, after Notice of Termination for default, it is determined that Subcontractor was not in default, or
that Subcontractor's failure to fulfill its obligations was due to causes beyond its control and without its fault or
negligence, the Notice of Termination shall be deemed to have been issued for the convenience of
Consultant.
C. Following receipt of Notice of Termination, Subcontractor shall discontinue performance on the date and to
the extent specified therein, and deliver to Consultant the completed or partially completed plans, information,
data, reports, estimates, summaries, materials, or other documents which, if performance had been
completed, would be furnished to Consultant. Subcontractor shall continue performance of such part of the
work and services which are not terminated by the Notice of Termination. Subcontractor shall prepare and
submit a termination claim for services satisfactorily performed, which shall include costs and expenses,
reimbursable in accordance with the Terms of this Agreement, not previously paid to Subcontractor, incurred
prior to the effective date specified in the Notice of Termination, and Consultant may agree upon the whole or
any part of the amount(s) claimed by Subcontractor on account of the termination or partial termination.
D. In the event of termination for default, Consultant shall be entitled to complete the work and services
hereunder or engage others to do so and in addition to whatever remedies it may have at law if the expense
of completing said work and services is greater than the amount Subcontractor was to receive as
compensation therefore, Consultant shall be entitled to recover the difference from Subcontractor.
4. Confidentiality
Subcontractor hereby agrees that all information provided by Consultant pursuant to the work and services hereunder
shall be considered confidential and proprietary, and shall not be reproduced, transmitted, used or disclosed by the
Subcontractor without the written consent of Consultant, except as may be necessary for the non -disclosing party to
fulfill its obligations hereunder; provided that the limitation shall not apply to any information or portion thereof, which is
within the public domain at the time of its disclosure, was known to the Subcontractor before receipt thereof from
Consultant, or is disclosed pursuant to the requirements of a subpoena, govemmental authority, judicial order or similar
requirement provided that before making such disclosure the Subcontractor shall give the Consultant an adequate
opportunity to interpose an objection or take action to ensure confidential handling of such information. The
requirements of this provision shall survive the term of this Agreement for a period of twelve (12) months.
5. Ownership and Reuse of Documents
All non-proprietary data, information, reports, drawings, renderings, or other documents or materials ("Instruments of
Service") prepared by Subcontractor hereunder shall become the property of Consultant or the Client if imposed by the
Prime Contract upon full payment of all monies owed to Subcontractor for such work product, whether or not the work
covered thereby is executed' provided that Subcontractor may retain a record copy for its files.
The Consultant shall have the right to use such Instruments of Services solely for the specific purposes anticipated
herein. Any other use or reuse of original or altered files by Consultant shall be at the Consultant's sole risk and without
liability or legal exposure to the Subcontractor.
6. Relationship
The legal relationship of Subcontractor to Consultant hereunder shall be that of an independent contractor and not that
of an agent, employee or joint venture.
7. Examination of Records
If the services performed by Subcontractor hereunder are in support of any govemment contractor program, or under a
cost reimbursable type agreement, or for any authorized additional service or reimbursable expense, Subcontractor
shall until the expiration of six (6) years after final payment hereunder, maintain such books and records under generally
recognized accounting methods and permit inspection by Consultant or the Client, or the authorized representatives of
either of them at mutually convenient times, or the Comptroller General of the United States or any of his authorized
representatives.
8. Compliance with Laws
Subcontractor shall comply with all applicable federal, state, and local laws, ordinances, rules, regulations, and orders in
effect throughout the term of this Agreement, including, but not limited to Executive Order No. 11246 of September 24, 1965,
as amended (regarding Equal Employment Opportunity), and the orders of the Secretary of Labor pursuant thereto.
9. Insurance
A. Without limiting Subcontractor's indemnification obligations, Subcontractor shall provide, pay for, and
maintain in force at all time during the performance of the services insurance to protect himself, Consultant,
and the Client: from claims arising under Workman's (Worker's) Compensation; from claims for damages
because of bodily injury including personal injury, sickness or disease or death of any person; from claims for
damages resulting from injury to or destruction of property, including loss of use thereof; and from claims
arising out of the performance of professional services, or as a consequence thereof, caused by error,
omission, or negligent act for which Subcontractor, its employees, agents, subcontractors, and material
suppliers, or the invitees of any of them, may be responsible.
B. Subcontractor shall provide, pay for, and maintain in force at all times during the performance of the services
insurance in compliance with the insurance requirements of the Prime Contract. In the event the Prime
Contract does not contain any insurance requirements, or to the extent such insurance requirements
contained in the Prime Contract are less than the following insurance requirements, Subcontractor shall
provide, pay for, and maintain the following insurance:
Workers' Compensation Insurance as may be required by all state and federal workers'
compensation acts, the Federal Longshoremen's and Harbor Workers' Compensation Act, the
Outer Continental Shelf Act and such other acts as may be applicable to the subcontract services
performed hereunder.
ii. Employers' Liability Insurance with amounts required by law or One Million $1,000,000.00 Dollars
whichever is greater.
Commercial General Liability Insurance covering liabilities for death and personal injury and
liabilities for loss of or damage to property with combined single limit of Two Million
($2,000,000.00) Dollars per occurrence and Two Million ($2,000,000.00) Dollars in the aggregate.
iv. Automobile Public Liability Insurance with a minimum One Million ($1,000,000.00) Dollars per
occurrence coverage for both bodily injury and property damage.
v. Professional Liability Insurance with limits of liability not less than Two Million ($2,000,000.00)
Dollars per claim and in the aggregate.
C. Subcontractor shall submit to Consultant certificates of insurance evidencing such policies upon the signing
of this Subcontract. The certificates provided to Consultant shall specifically state that Consultant shall be
given thirty (30) days notice prior to cancellation or material change in policy coverage.
D. Except with respect to Professional Liability Insurance and Worker's Compensation Insurance, Subcontractor
shall name Consultant and the Client as additional insured's on all insurance policies required above.
E. Subcontractor shall also require its subcontractors, if any, who will perform work on the project to procure and
maintain the insurance specified above, naming Consultant and the Client as an additional insured's, and to
fumish Consultant proof thereof.
10. Indemnity
Notwithstanding any provision of this Agreement to the contrary, Subcontractor agrees to indemnify, hold harmless, and
defend Consultant and the Client from and against all claims, demands, damages, losses, costs, expenses (including
reasonable attorneys' fees), fines, or penalties arising out of, related to, or as a consequence of any negligent act, error, or
omission to act on the part of the Subcontractor or its employees, agents, or independent contractors, or the invitees of any
of them.
11. Remedies
The rights and remedies set forth herein shall be in addition to any other remedies provided by law, and waiver by
Consultant of any provision hereunder or a breach thereof by Subcontractor, shall not be deemed a waiver of future
compliance thereof and such provision shall continue in full force and effect.
12. Severability
In the event that any term or provision of this Agreement is held to be illegal, invalid, or unenforceable under the laws,
regulations or ordinances of any federal, state, or other govemment to which this Agreement is subject, such term or
provision shall be deemed severed from this Agreement and the remaining terms and provisions shall remain
unaffected thereby and continue in full force.
13. Notices
All notices required or permitted under this Agreement shall be considered as duly given to any party for all purposes
hereof only if given in writing and hand delivered; or sent by registered or certified mail, postage prepaid and retum
receipt requested; or sent by telex, telegram, TWX or cable and also confirmed by registered mail, postage prepaid and
return receipt requested, addressed as set forth below, or to such other address as may be designated by notice given
as provided above. All notices shall be effective upon first receipt, unless otherwise specified herein.
Consultant: AECOM Technical Services, Inc.
501 Sycamore Street, Suite 222
Waterloo, Iowa 50703
Attention: Mark D. Durbahn, P.E.
Subcontractor: Stantec Consulting Services, Inc.
2300 Swan Lake Blvd., Suite 102
Independence, Iowa 50644
Attention: Ms. Stacey Parks
14. Modification
This Agreement may only be modified by a written amendment hereto, duly executed by both parties.
15. Successors and Assignment
Subcontractor binds itself, its successors, assigns, and legal representatives to Consultant with respect to all of the
covenants of this Agreement and further agrees that it shall not sell, assign, transfer, mortgage, pledge or in any manner
encumber its interests in this Agreement or in any proceeds from this Agreement without the prior written consent of
Consultant. In the event that Subcontractor violates the foregoing prohibition, or in the event that Subcontractor without the
prior written consent of Consultant, which consent shall not be unreasonably withheld, sells, assigns, transfers, mortgages,
pledges or in any manner encumbers, except as security for credit agreements, all or substantially all of its corporate assets,
or directly or indirectly undergoes a change in control of its ownership, Consultant shall be entitled, at its sole option:
1. To require the Subcontractor's successor to continue to perform under this Agreement and to continue to
satisfactorily fulfill Subcontractor's obligations under this Agreement or
2. To terminate this Agreement. In such case Subcontractor shall be responsible for any and all liabilities arising
from such termination. In the event that Consultant replaces Subcontractor with another consultant after such
termination, Subcontractor shall be responsible for any and all costs, expenses and liabilities arising from such
substitution. In any event, Subcontractor shall remain liable for any and all work product or services provided by it
prior to the termination.
16. Extent of Agreement
This Agreement contains all of the promises, representations and understandings of the parties hereto and supersedes
any previous understandings, commitments, proposals or agreements, whether oral or written, and may only be
modified as hereinbefore provided.
17. Goveming Laws
Unless otherwise specified herein, this Agreement shall be govemed by the law of the State of Iowa.
18. Professional Registration
If the Subcontractor's services under this Agreement involve the production of documents or drawings that require signing or
sealing bya registered professional, Subcontractor warrants that it has such qualified person assigned to this project who is
registered in the State of Iowa.
19. Subconsultant Quality Assurance and Control Plan
Subcontractor shall establish and maintain a Project Specific Quality Assurance and Control Plan (the "Quality Plan") that
sets forth Subcontractor's policy for quality assurance and control and the procedures for implementing that policy during the
performance of work or services as described in the Contract and/or Subcontractor's proposal. Subcontractor shall submit
a copy of the Quality Plan to Consultant prior to commencing performance of its services or work. Consultant reserves the
right to review, comment, and require a resubmission. All services or work performed by Subcontractor shall be in
conformity with the Quality Plan. Submission of the Quality Control Plan to Consultant does not relieve the Subcontractor of
any liability for any deficiency in Subcontractor's work or services, and Consultant does not accept any liability therefore.
Subcontractor is subject to audits and reviews by Consultant as part of its quality program to verify satisfactory
implementation of the quality plan.
20. It is intended by the parties to this Agreement that the Subcontractor's services in connection with the project anticipated
herein shall not subject Subcontractor's individual employees, officers, or directors to any personal legal exposure for the
risks associated with this project.
If the Consultant's liability is not expressly limited under the Prime Contract and/or such limitation is unenforceable or
otherwise void, then the Subcontractor's liability under this Agreement shall not be limited. Similarly, if Consultant's liability
under the Prime Contract is expressly limited and enforceable, then the Subcontractor's liability under this Agreement shall
be limited to the amount of Consultant's liability. It is further agreed that neither party shall be liable for any indirect,
incidental, special or consequential damages whatsoever (including, but not limited to, lost profits or interruption of business)
if and to the extent such damages are waived under the Prime Contract.
L:\work\ADMIN\AGREE\SUB\Stantec Shaulis Rd Trail Extdoc
Professional Services Agreement
Shaulis Road Trail Extension
Waterloo, Iowa
This is an AGREEMENT, made as of the
day of in the year
by and BETWEEN the City of Waterloo, identified as the Owner,
City of Waterloo
715 Mulberry Street
Waterloo, Iowa 50703
and the Consultant,
AECOM Technical Services, Inc.
501 Sycamore Street
Suite 222
Waterloo, Iowa 50703
for the following Project:
Exhibit D
Iowa DOT Project No.
City Project No.
The Owner has decided to develop an off-road trail adjacent to Shaulis Road, from the intersection of
Highway 21 to the Isle of Capri Boulevard in Waterloo, Iowa. It has been determined that the Owner
shall proceed with the preparation of the concept project development, preliminary and final design, plats
and legal descriptions, development of plans, specifications and contract documents and construction -
review services 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 supplemental engineering services in
connection with the above services for the improvements. The Consultant is willing to perform such
engineering work in accordance with the terms hereinafter provided and warrants that it is in compliance
with Iowa statutes relating to the licensure of professional engineers.
Page 1 of 25
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
Attachment B -
Attachment C
Attachment D
Attachment E -
Attachment F -
Attachment G
Attachment H
- Scope of Services
Specifications
- Fees and Payments
- Certification Regarding Debarment, Suspension, and Other Responsibility Matters
Certification of Consultant
Certification of Owner
- Sample Invoice Form
- Consultant Fee Proposal
Page 2 of 25
ARTICLE 1 INITIAL INFORMATION
1.1
This Agreement is based on the following information and assumptions.
Project Parameters
The objective or use is:
To provide concept project development, preliminary and final design, plats and legal
descriptions, and development of plans, specifications and contract documents for the off-road
trail adjacent to Shaulis Road, from the intersection of Highway 21 to the Isle of Capri
Boulevard in Waterloo, Iowa, and ultimately providing construction -review services for the
improvements.
1.2 Financial Parameters
1.2.1 The financial parameters are;
Amount of the Owner's budget for the Consultant's compensation is: $
1.2.2 Amount of the Consultant's budget for the subconsultants' compensation is: $
1.3 Project Team
1.3.1 The Owner's Designated Representative identified as the Contract Administrator is:
Mr. Jeff Bales
City of Waterloo
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:
Mr. Mark Durbahn, P.E.
AECOM
1.3.3 The subconsultants retained at the Consultant's expense are:
Robinson Engineering Company
Stantec Consulting Services 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 The construction plans and specifications shall be completed and accepted on or before
July 21, 2015, in anticipation of an October 20, 2015, letting date.
1.4.3 The Consultant shall not begin final design activities until after the Owner has been notified by
the Iowa DOT that FHWA Environmental Concurrence has been obtained. Upon receipt of
such notice, the Owner will provide the Consultant notice to proceed with final design
activities.
ARTICLE 2 SCOPE OF SERVICES AND OTHER SPECIAL TERMS AND CONDITIONS
2.1 Enumeration of Parts of the Agreement. This Agreement, including its attachments,
represents the entire and integrated agreement between the Owner and the Consultant and
supersedes all prior negotiations, representations or agreements, either written or oral. This
Agreement may be amended only by written instrument signed by the Owner, Consultant,
Page 3 of 25
L
Iowa DOT, and the FHWA (if applicable). This Agreement comprises the documents listed
below.
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 Attachment A.
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. In addition, applicable sections of the U.S. Department of
Transportation Federal Aid Policy Guide (FAPG) shall be used as a guide in preparation of
plans, specifications and estimates.
2.1.3 Other documents as follows:
.1 Fees and Payments — Attachment C
.2 Certification Regarding Debarment, Suspension, and Other Responsibility Matters -
Attachment D
.3 Certification of Consultant - Attachment E
.4 Certification of Owner - Attachment F
.5 Sample Invoice Form - Attachment G
.6 Consultant Fee Proposal - Attachment H
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
Page 4 of 25
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.
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.
Page 5 of 25
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 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 when the construction of the project has
progressed sufficiently to make it clear that the construction can be completed without further
Page 6 of 25
revisions in that work, or if the Consultant is released prior to such time 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 Consultant, its members, agents, stockholders, or employees in connection with
performance of this Agreement.
4.10.2 The Consultant shall obtain and keep in force insurance coverage for professional liability
(errors and omissions) with a minimum limit of $1,000,000 per claim and in the aggregate, and
all such other insurance required by law. Proof of the Consultant's insurance for professional
liability coverage and all such other insurance required by law will be provided to the Owner at
the time this Agreement is executed and upon each insurance coverage renewal.
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.
Page 7 of 25
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
4.16.1.2.1The 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
Page 8 of 25
obligation under this 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.
Page 9 of 25
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 United States to enter
into such litigation to protect the interests of the Owner , the Iowa DOT, and the United States,
respectively.
4.17 Access To Records
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.
Page 10 of 25
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.
AECOM TECHNICAL SERVICES, INC.
pouglas W. c
Associate Vice
, P.E.
esident
CITY 17/ WATERLOO
.
Ernest G. Clark
Mayor
Iowa Department of Transportation
Accepted for FHWA Authorization*
By:
Date: 40G. M , a014 -
Date: 01¢
Date:
Date:
21' c
� r
* The Iowa ESOT 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.
Page 11 of 25
ATTACHMENT A
Scope of Services
SHAULIS ROAD TRAIL EXTENSION, PHASE I
HIGHWAY 21 TO THE ISLE OF CAPRI BOULEVARD
WATERLOO, IOWA
DESIGN SERVICES
Project Description
This project includes the construction of a 1.8 mile shared -use path along the north side of Shaulis Road
from IA 21 to the Isle of Capri Boulevard. This 10' wide PCC shared -use path will include a crossing of IA
21, culvert extensions, possible headwall construction, driveway modifications and erosion control. The
project is anticipated to be constructed in late summer of 2015 or spring of 2016.
Scope of Services
The Scope of Services provided on this project will include the topographic survey, environmental review,
preparation of the concept statement, preparation of easements, preliminary and final design. The project
will be designed assuming an Iowa DOT letting using Iowa DOT standards and specifications. The Scope
of Services is further described by the following tasks:
Survey and Conceptual Analysis
Tasks 1 - 4. These tasks include the development of the trail concept along the north side of Shaulis
Road by identifying a suitable location for the trail.
Task 1 - Design Survey and Base Mapping. This task includes the topographic survey of the north side of
Shaulis Road from IA 21 to the Isle of Capri Boulevard. The topographic survey will be from the edge of
pavement or top of curb to 10 feet north of the right-of-way line. Utilities will be identified and a joint
meeting will be scheduled with the possible utilities within the corridor. Property pins will be located along
the north side of Shaulis Road so that a determination can be made on the location of the north right-of-
way line.
Task 2 - Concept Review. This task includes evaluating locations of the shared -use path along the north
side of Shaulis Road. From IA 21 to Hammond Avenue, alternatives will be evaluated which include a 6 -
foot granular shoulder separating the path and roadway or a 6 -foot granular shoulder and 5 -foot grass
buffer separating the path and roadway. The granular shoulder options can include RAP in lieu of
granular material. From Hammond Avenue to Hess Road, the location of the power poles will be
evaluated, and a determination will be made if poles need to be relocated. From Hammond Avenue to
Isle of Capri Boulevard, options will be explored that pulls the path away from Shaulis Road. The path
alignment will also be developed around the drainageway between Lost Island entrance and Isle of Capri
Boulevard. Figures will be developed so that a comparison can be made between the possible concepts.
The figures will include plan views and cross sections.
Task 3 - Wetland Delineation and Threatened and Endangered Species Habitat Survey. This task
includes the delineation of any wetlands that may be identified in the corridor. Also included in this task is
an evaluation of the threatened and endangered species habitat along the northerly right-of-way of
Shaulis Road which will include the proposed project disturbance limits. This task will be completed by
Stantec Consulting Services Inc.
Task 4 - Concept Statement. This task includes the preparation of an Iowa DOT Concept Statement,
including a map of the project limits. The concept statement will include the submittal of the
environmental report completed by Stantec Consulting Services Inc.
Page 12 of 25
Preliminary Design
Tasks 5 - 10. These tasks include preparation of the preliminary construction plans for 1.8 miles of
shared -use path that show the proposed construction limits to identify possible right-of-way impacts. The
preliminary plans will include the alignment and location of the shared -use path, the proposed profile,
culvert extensions, driveway modifications and ADA ramp layouts.
Task 5 - Title and Legend Sheets (A -Series Sheets).
Task 6 - Typical Cross Sections (B -Series Sheets). This task includes the developing of the typical cross
sections throughout the corridor. Iowa DOT standard typical cross sections will be utilized where possible
but much of the typical cross sections will be project specific.
Task 7 - Plan and Profile Sheets (D -Series Sheets). These sheets will include an alignment showing the
location of the shared -use path relative to Shaulis Road, profile of the path, existing right-of-way
information, identification of property ownership and proposed easements.
Task 8 - ADA Ramp Detail Sheets (S -Series Sheets). This will include the preparation of details at each
of the seven quadrants along the corridor. This will include determining spot elevations and filling out
Tabulation 113-10 Sidewalk Compliance Tabulation.
Task 9 - Cross Section Sheets (W -Series Sheets). Cross sections will be cut at 25 -foot intervals which
show the existing ground, along with the proposed design. The existing right-of-way will be identified
within the cross sections.
Task 10 - Right -of -Way Documentation. This task includes the preparation of easements for the
construction of the shared -use path. It is estimated that 11 easements will be needed for the construction
of the shared -use path. This task includes the preparation of temporary easement exhibits for use by the
City for the continuation of the right-of-way process. It is assumed the City will negotiate and document
the acquisition of the easement rights.
Final Design
Tasks 11 - 24. These tasks include the preparation of the final construction plans meeting Iowa DOT
standards and specifications.
Task 11 - Culvert Extensions and Storm Sewer Design. This task includes the design of the culvert and
storm sewer extensions. Notes will be developed along with Tabulations 104-3 and or 104-5B.
Task 12 - Erosion Control Design. This task includes the development of 40 -scale plan views of the
project corridor showing the erosion control features such as seeding, matting, wattles, revetment/erosion
stone, silt fence and other erosion control features. Included in this task are the completion of the
tabulations and quantities for erosion control and the completion of the Pollution Prevention Plan. This
task will be completed by Robinson Engineering.
Task 13 - Title and Legend Sheets (A -Series Sheets).
Task 14 - Typical Sections and Details (B -Series Sheets).
Task 15 - Quantities, Estimate Reference Notes and Tabulations (C -Series Sheets). Necessary
tabulations will be developed such as shared -use path quantities, driveway tabulation, signing tabulation,
removal tabulations, pavement markings, curbs, safety closures, clearing and grubbing, and other
tabulations.
Page 13 of 25
Task 16 - Plan and Profile Sheets (D -Series Sheets). It is estimated that there will be 12 sheets at 40 -
scale. Design details, removals, signing, drainage, profiles, ditch grades and other design features will be
displayed on the D -Series Sheets.
Task 17 - Geometric Data Sheets (G -Series Sheets). The geometric sheets will include reference ties,
benchmark information and alignment data for the proposed shared -use path.
Task 18 - Traffic Control Notes (J -Series Sheets). These sheets will show notes on traffic control that will
be required during construction. It is anticipated that Shaulis Road will remain open and that short
duration lane closures may be necessary during construction.
Task 19 - Sidewalk Details (S -Series Sheets). This will include the preparation of sidewalk details at each
quadrant of each intersection. This will include determining spot elevations and filling out Tabulation 113-
10 Sidewalk Compliance.
Task 20 - Structural Detail Sheets (U -Series Sheets). These sheets will include the special details
needed for the design of the headwall west of Charolais Drive.
Task 21 - Cross Section Sheets (W -Series Sheets).
Task 22 - Construction Cost Opinion. This task includes the preparation of an estimated opinion of
construction cost.
Task 23 - Final Revisions. This task includes final revisions of the check plans and final plans based on
comments received from the Iowa DOT.
Task 24 - On -Line Bid Item Entry. This task includes the entry of bid items into the Iowa DOT on-line
system.
Project Administration
Tasks 25 - 32. These tasks include project administration tasks such as internal meetings, client review
meeting, a public informational meeting, individual property owner meetings, utility coordination, Iowa
DOT coordination, NPDES permit application and other administration items which are further described
in this section.
Task 25 - Quality Control Review. Includes internal independent project reviews of project documents
prior to release of documents.
Task 26 - Project Meetings. This task includes internal communications and meetings with staff.
Included in this task are three review meetings with City design staff to go over details of the design and
schedule of the project. Also included in this task are six individual meetings with property owners such
as Lost Island Water Park and Isle of Capri Casino to go over right-of-way questions and to describe the
project. All external meetings will include the preparation and distribution of meeting minutes.
Task 27 - NPDES Permit Application. This task includes preparing and submitting public notices and
NPDES General Permit No. 2 to the Iowa DNR. This task will be completed by Robinson Engineering.
Task 28 - Iowa DOT Coordination. This task includes coordination with the Iowa DOT to obtain an Iowa
DOT right-of-way permit for the IA 21 shared -use path crossing.
Task 29 - Utility Coordination. This task includes submittals to the affected utilities throughout the project
development. Coordination will include working with MidAmerican to determine impact to power poles
along the north side of Shaulis Road.
Page 14 of 25
Task 30 - Public Informational Meeting. This task includes the preparation and attendance at a public
informational meeting.
Task 31 - Pre -Letting Activities. This task includes the answering of questions from contractors and the
Office of Contracts.
Task 32 — Post -Letting Activities. This task includes answering questions after the letting and attendance
at the preconstruction conference.
Design Exclusions
The following tasks are not anticipated and are not included in the Scope of Services:
• Traffic signal modifications at Isle of Capri Boulevard.
• Lighting design at IA 21 or throughout the corridor.
• Wetland mitigation design.
• Right-of-way services such as the securement and negotiation of easements needed to construct
the project.
Future Phases of Work
The following phases of the project are not included in this scope, but will be added by supplemental
agreement or will be included in a future contract at the time the services are needed:
• Setting of Property Pins in the Field and Recording of Final Acquisition Plats
• Construction -Related Services
Page 15 of 25
ATTACHMENT B
Specifications
A. PROJECT DEVELOPMENT FOR ROAD AND BRIDGE IMPROVEMENTS
1. The Iowa DOT Federal -Aid Project Development Guide shall be used as a guide in the
overall project development process.
2. The current Iowa DOT Road Design Manual and Bridge Design Manual shall be used as
a guide in preparation of plans, specifications and estimates.
3. AASHTO Guide for the Development of Bicycle Facilities, 2012.
B. MISCELLANEOUS PROVISION
The following miscellaneous provision shall apply to the work to be performed and the
engineering services to be furnished under this Agreement:
1. Owner Responsibility: The Owner will provide the following:
a. Photocopies or electronic mapping of sewer utility records, water utility records,
storm sewer utility records, miscellaneous utility records, as available, and record
drawings for adjacent improvements from the Owner.
b. Land use/zoning information and maps.
c. Other records, drawings or files from Owner records, as required by the
Consultant for the project.
d. Design standards and Owner design details (electronic CADD version), if
different from IDOT standards and details.
e. Transcripts and/or records of pertinent Owner meetings and property owner
contacts.
f. Room arrangements, advertising, publicity and facility costs associated with any
public meetings or hearings.
g. All permit application fees.
h. Participation in all project meetings and workshops.
i. Timely reviews and decisions on project issues and submittals, as needed, to
maintain the project schedule.
C. DELIVERABLES
The following deliverables are anticipated for the project:
1. Base Mapping of Surveys
2. Planning -Level Digital Terrain Model
3. Wetland Boundary Delineation Report
4. Summary of Threatened and Endangered Species Habitat Assessment
5. Conceptual Plan and Profiles for Final Alternatives
6. Planning -Level Cost Estimates
7. Preliminary Right -of -Way Estimates
8. Public Informational Meeting Handouts and Materials (One Meeting)
9. Summary of Public Informational Meeting (One Meeting)
10. Miscellaneous Graphics and Presentation Materials
11. Agendas and Minutes for Project Review Meetings
12. Miscellaneous Submittals and Correspondence Throughout the Project
13. Preliminary and Final Design Plans
14. Final Construction Documents
Page 16 of 25
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 H. 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 H and as shown below. A contingency amount
has been established to provide for actual costs that exceed those estimated.
Estimated Actual Costs $
Fixed Fee $
Contingency $
Maximum Amount Payable $
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 $_,
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:
Page 17 of 25
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.
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 and general overhead costs
are _% 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.
Page 18 of 25
ATTACHMENT D
Certification Regarding Debarment, Suspension, and other Responsibility Matters
Primary Covered Transactions
Instructions for Certification
By signing and submitting this proposal, the prospective primary participant is providing the certification set out
below.
1. The inability of a person to provide the certification required below will not necessarily result in denial of
participation in this covered transaction. The prospective participant shall submit an explanation of why it
cannot provide the certification set out below. The certification or explanation will be considered in
connection with the department or agency's determination whether to enter into this transaction. However,
failure of the prospective primary participant to furnish a certification or an explanation shall disqualify
such person from participation in this transaction.
2. The certification in this clause is a material representation of fact upon which reliance was placed when
the department or agency determined to enter into this transaction. If it is later determined that the
prospective primary participant knowingly rendered an erroneous certification, in addition to other
remedies available to the Federal Government, the department or agency may terminate this transaction
for cause of default.
3. The prospective primary participant shall provide immediate written notice to the department or agency to
whom this proposal is submitted if at any time the prospective primary participant learns that its
certification was erroneous when submitted or has become erroneous by reason of changed
circumstances.
4. The terms "covered transaction," "debarred," "suspended," "ineligible," "lower tier covered transaction,"
"participant," "person" "primary covered transaction," "principal," "proposal," and "voluntarily excluded," as
used in this clause, have the meanings set out in the definitions and coverage sections of the rules
implementing Executive Order 12549. You may contact the department or agency to which this proposal
is being submitted for assistance in obtaining a copy of those regulations.
5. The prospective primary participant agrees by submitting this proposal that should the proposed covered
transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a
person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this
covered transaction, unless authorized by the department or agency entering into this transaction.
6. The prospective primary participant further agrees by submitting this proposal that it will include the
clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion -
Lower Tier Covered Transaction," provided by the department or agency entering into this covered
transaction, without modification in all lower tier covered transactions and in all solicitations for lower tier
covered transactions.
7. 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 debarred, suspended, ineligible, or voluntarily excluded from the
covered transaction, 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. Each participant may, but is
not required to, check the Nonprocurement List.
8. 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.
9. Except for transactions authorized under paragraph 6 of these instructions, if a participant in a covered
transaction knowingly enters into a lower tier covered transaction with a person who is suspended,
debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other
remedies available to the Federal Government, the department or agency may terminate this transaction
for cause or default.
Certification Regarding Debarment, Suspension, and other Responsibility Matters Primary Covered
Transactions
(1) The prospective primary participant certifies to the best of its knowledge and belief, that it and its principals:
(a) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily
excluded from covered transactions by any Federal department or agency;
(b) Have not within a three-year period preceding this proposal been convicted of or had a civil judgment
rendered against them for commission of fraud or a criminal offense in connection with obtaining,
attempting to obtain, or performing a public (Federal, State or local) transaction or contract under a public
transaction; violation of Federal or State Antitrust statues or commission of embezzlement, theft, forgery,
bribery, falsification or destruction of records, making false statements, or receiving stolen property;
(c) Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal,
State or local) with commission of any of the offenses enumerated in paragraph (1)(b) of this certification;
and
(d) Have not within a three-year period preceding this application/proposal had one or more public
transactions (Federal, State or local) terminated for cause or default.
NOTE: Please see attached
(2) Where the prospective primary participant is unable to certify to any of the statements in this certification,
such prospective participant shall attach an explanation to this proposal.
AECOM Technical Services, Inc. Response:
• AECOM Technical Services, Inc. is not able to certify to paragraph 1(d). See attachment for required
disclosures with respect to this paragraph.
State of Iowa
Black Hawk County
I Douglas W. Schindel, Associate Vice President, of AECOM Technical Services, Inc., being duly sworn (or under
penalty of perjury under the laws of the United States and the State of Iowa) do hereby certify that the above
statements are true and correct.
Dougla-J Schin.el, P.E.
Subscribed and sworn to this
l �Jf' day of /906.,�o i¢
AXOM
ATTACHMENT D
Certification Regarding Debarment, Suspension, and other Responsibility Matters
Primary Covered Transactions
(1) The prospective primary participant certifies to the best of its knowledge and belief,
that it and its principals:
(d) Have not within a three-year period preceding this application/proposal had one or
more public transactions (Federal, State or local) terminated for cause or default.
In response to Article 1(d) of the Attachment D, Certificate Regarding Debarment, Suspension
and other Responsibility Matters, AECOM Technical Services provides the following
disclosures:
1. City of Sarasota:
In or around November 2012, AECOM received a letter from the City of Sarasota
informing it that the City was terminating AECOM's contract for default. AECOM
responded to the City's letter, denying the claim that AECOM was, in any way, in default
of its obligations under the City but, nevertheless, acknowledging that the contract had
been terminated. Unfortunately, the City filed a lawsuit against AECOM and other
parties alleging breach of contract, among other claims. AECOM has responded to the
litigation and is vigorously defending the claims made against it. AECOM remains
hopeful that we will be able to amicably resolve the matter with the City. However, to
date the litigation remains pending.
2. City of West Hollywood:
In August 2013 and December 2013, AECOM Technical Services, Inc. (ATS) entered
into contracts with the City of West Hollywood, California (City) to update the Sunset
Specific Plan relative to billboards and tall walls. Thereafter, in February 2014, a
company outside the control of ATS, but in which ATS's ultimate parent AECOM
Technology Corporation holds an interest (AECOM Sunset Olive, LLC) purchased a
50% interest in a project known as Sunset Time, which is located in the Sunset Specific
plan area.
ATS has provided the City with information showing that although the two entities (ATS
and AECOM Sunset Olive, LLC) have partial overlapping ownership, their management
structures and reporting relationships are wholly separate. Nonetheless, on June 19,
2014, ATS received notice from the City that it was terminating the contracts for cause,
but would be willing to agree to a mutual termination if ATS would take certain actions,
including re -paying all compensation that ATS received for the work that it performed
under the contract, or in the alternative, the City would rescind the notice of termination
of ATS's contracts if AECOM Sunset Olive, LCC divests its interest in the Sunset Time
project. ATS disagrees with the City's assessment, but plans to negotiate with the client
to reach agreement on a mutual termination.
August 12, 2014
ATTACHMENT E
Certification of Consultant
I hereby certify that I, Douglas W. Schindel, am the Associate Vice President, and duly authorized
representative of the firm of AECOM Technical Services, Inc., whose address is 501 Sycamore Street,
Suite 222, Waterloo, Iowa, and that neither I nor the above firm here represented has:
(a) Employed or retained for a commission, percentage, brokerage, contingent fee, or other
consideration, any firm or person (other than a bona fide employee working solely for me or the
above Consultant) to solicit or secure this contract,
(b) Agreed, as an express or implied condition for obtaining this contract, to employ or retain the
services of any firm or person in connection with carrying out the contract, or
(c) Paid, or agreed to pay, to any firm, organization or person (other than a bona fide employee
working solely for me or the above Consultant) any fee, contribution, donation or consideration
of any kind for, or in connection with, procuring or carrying out the contract; except as here
expressly stated (if any):
I acknowledge that this certificate is to be furnished to the Iowa Department of Transportation and the
Federal Highway Administration, U.S. Department of Transportation, in connection with this contract
involving participation of Federal -aid highway funds, and is subject to applicable, State and Federal laws,
both criminal and civil.
Douglas W. Schindel, P.E.
Made this a911# day of
Page 22 of 25
• ATTACHMENT F
Certification of Owner
I hereby certify that I, Ernest G. Clark, am the Mayor of the City of Waterloo, lowa, and the duly
authorized representative of the Owner, and that the above consulting firm or its representative has not
been required, directly or indirectly as an express or implied condition in connection with obtaining or
carrying out this contract to:
(a) Employ or retain, or agree to employ or retain, any firm or person, or
(b) Pay, or agree to pay, to any firm, person, or organization, any fee, contribution, donation, or
consideration of any kind; except as here expressly stated (if any):
I acknowledge that this certificate is to be furnished the Iowa DOT and the Federal Highway
Administration, U.S. Department of Transportation, in connection with this contract involving participation
of Feder aid highway funds, and is subject to applicable State and Federal laws, both criminal and civil.
7(//'V
,r is
Ernest G. Clark
Mayor
Made this 4—k-, of
Page 23 of 25
Consultant Name
Consultant Address
Consultant Address
Invoice No.
Invoice Period
Covered
Consultant Job No.
ATTACHMENT G
Page 1
Cost Plus Fixed Fee Final Invoice
Date
Client Project No.
County
Client Project
Description
Client Contract No.
Contract Cumulative Current
Estimate To Date Period
Labor Dollars (2002)
Labor Dollars (2001)
Labor Dollars (2000)
Labor Dollars (1999)
Overhead (2002)
Overhead (2001)
Overhead (2000)
Overhead (1999)
Direct Expenses
Mileage
Per Diem
CADD
Subconsultants (including authorized
contingency)
Name
Name
Name
Subtotal
Fixed Fee
Authorized Contingency
Total Authorized Amount
Total Billed To Date
Remaining Authorized Balance
Unauthorized Contingency
Prime
Subconsultant Name
Subconsultant Name
Labor Hours (2002)
Labor Hours (2001)
Labor Hours (2000)
Labor Hours (1999)
Page 24 of 25
•
ATTACHMENT G
Page 2
Cost Plus Fixed Fee Final Invoice Instructions
Employee Labor Hours and Dollars: A final cumulative job cost report that shows a breakdown of
labor by fiscal year, employee name, employee labor hours and employee labor rate is required.
In lieu of a final job cost report, a summary of the aforementioned information is needed. The
summary should be supported by monthly job cost detail.
Overhead Rates: Overhead rates and labor dollars to which the overhead rates are applied
should match the fiscal year in which the costs are incurred. Overhead rates applied to labor
should be audit verified when available. When not available, proposed FAR adjusted rates for the
fiscal year in which the labor is incurred should be used.
Direct Expenses: A final cumulative job cost report that shows a breakdown of direct expenses by
specific item (mileage, CADD, per diem, etc.) by fiscal year is required. Direct expense items
charged should identify the number of units (miles, hours, prints, copies, feet, etc.) and the rate
applied by fiscal year. In lieu of a final job cost report, a summary of the aforementioned
information is needed. The summary should be supported by monthly job cost detail.
Subconsultant: Final invoice requirements for subconsultants with cost plus fixed fee contracts
are the same as the requirements for the prime consultant. It is the prime consultant's
responsibility to assure such an invoice is acquired and attached to the prime's final invoice.
L:\work\ADMIN\AGREE\PROF\Wat Shaulis Rd Trail Ext.doc
Page 25 of 25
APPENDIX A
Shaulis Road Trail Extension
IA 21 to Isla of Capri Boulevard
City of Waterloo, Iowa
Stantec Consulting Services Inc.
Staff Hour Estimate and Costs
Description of Work
Sr Env
Scientist
Env
Scientist
Total
Task 3 - Wetland Delineation
1. _ ....... Safety Plan._.. _. ..
2 Travel
3Fieldwork
4 Report..,_...._..._.......
0
0
6
0
TOTAL HOURS
21
6
27
Hourly Rate
Direct Labor Amount
Total Direct Labor
Estimated Expenses
Direct Expense Costs
Mileage (116 MI. @ $0.56)
GPS (1 day @ $100)
Estimated Actual Costs
Contingency
Maximum Amount Payable
$114.00
$2,394.00
$64.96
$100.00
Rounded
$107.00
$642.00
$3,036.00
$164.96
$3,200.96
$3,200.00
$0.00
$3,200.00