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Home My WebLink AboutAment Inc-9/24/2012(-a 3) ) Iowa DOT Project No. STP -U-8154-70-07 Owner Project No. Professional Services Agreement for Kimball Avenue Transportation Improvements Project - from Tower Park Dr to Acadia St This is an AGREEMENT, made as of the -fatiffeernw f4th1 day of September in the year 2012 ; by and BETWEEN the City of Waterloo, Iowa, identified as the Owner; City of Waterloo, Iowa City Hall 715 Mulberry Street Waterloo, IA 50703 and the Consultant ; Ament, Inc. 625 32nd Avenue SW Cedar Rapids, IA 52404 for the following Project: The Owner has decided to improve Kimball Avenue Transportation Improvements Project - from Tower Park Dr to Acadia St in accordance with the current Statewide Transportation Improvement Program. It has been determined that the Owner shall proceed with the preparation of final design, plans, specifications and estimates for the improvements, subject to the concurrence and approval of the Iowa Department of Transportation (Iowa DOT) and the Federal Highway Administration (FHWA) (when applicable). The Owner desires to employ the Consultant to provide environmental (wetlands delineation field work) and engineering services in connection with the design and preparation of plans, specifications and estimates 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 22 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 22 ARTICLE 1 INITIAL INFORMATION 1.1 This Agreement is based on the following information and assumptions. Project Parameters The objective or use is: To determine if wetlands exist within the construction limits of the proposed Project improvements and to delineate their boundaries, if found. 1.2 Financial Parameters 1.2.1 The financial parameters are; Amount of the Owner's budget for the Consultant's compensation is: Three thousand eight hundred eighty and 00/100 dollars ($3,880.00) 1.2.2 Amount of the Consultant's budget for the subconsultants' compensation is: Two thousand eight hundred fifty and 00/100 dollars ($2,850.00) 1.3 Project Team 1.3.1 The Owner's Designated Representative identified as the Contract Administrator is: Jeff Bales — Associate Engineer, City Engineering Department The Contract Administrator is the authorized representative, acting as liaison officer for the Owner for purpose of coordinating and administering the work under the Agreement. The work under this Agreement shall at all times be subject to the general supervision and direction of the Contract Administrator and shall be subject to the Contract Administrator's approval. 1.3.2 The Consultant's Designated Representative is: Larry D. Bems, P.E. — Project Manager 1.3.3 The subconsultants retained at the Consultant's expense are: EarthView Environmental, L.L.C. 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 Scope of services shall be completed and accepted on or before October 15, 2012 or fourteen (14) calendar days after receiving the notice to proceed (whichever is greater), provided that notice to proceed is received on or before September 28, 2012. 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. 1.4.4 {Deleted}. 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, 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 Page 3 of 22 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 .7 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 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. Page 4 of 22 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. 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 fumish 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 less than thirty (30) days' written notice to the Consultant. Page 5 of 22 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 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 Page 6 of 22 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. 4.11 Non -Raiding Clause 4.11.1 The Consultant shall not engage the services of any person or persons, then in the employment of the Owner, for work covered by this Agreement without the written consent of the employer of such person. 4.12 General Compliance With Laws 4.12.1 The Consultant shall comply with all Federal, State and Local laws and ordinances applicable to the work. 4.13 Subletting, Assignment Or Transfer 4.13.1 Subletting, assignment, or transfer of all or part of the interest of the Consultant in this Agreement is prohibited unless written consent is obtained from the Contract Administrator and the Iowa DOT and the FHWA (when applicable) concurs. 4.14 Forbidding Use of Outside Agents 4.14.1 The Consultant warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the Consultant, to solicit or secure this Agreement, and that it has not paid or agreed to pay any company or person, other than bona fide employees working solely for the Consultant, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, the Owner shall have the right to annul the Agreement without liability, or in its discretion to deduct from the Agreement price or consideration or otherwise recover the full amount of such fee, commission, percentage, brokerage fee, or counterpart fee. 4.15 Consultant's Endorsement On Plans 4.15.1 The Consultant shall endorse the completed computations prepared under this Agreement, and shall affix thereto the seal of a licensed professional engineer or architect, licensed to practice in the State of Iowa, in accordance with the current Code of Iowa. 4.16 Compliance With Title 49, Code Of Federal Regulations 4.16.1 During the performance of this Agreement, the Consultant and its assignees and successors in interest agree as follows: 4.16.1.1 Compliance with Regulations 4.16.1.1.1 The Consultant will comply with the regulations of the U.S. Department of Transportation, relative to nondiscrimination in federally assisted programs of the U.S. Department of Transportation (Title 49, Code of Federal Regulations, Part 21, hereinafter referred to as the "Regulations"), which are herein incorporated by reference and made a part of this Agreement. 4.16.1.2 Nondiscrimination 4.16.1.2.1 The Consultant, with regard to the work performed by it, will not discriminate on the grounds of race, religion, age, physical disability, color, sex or national origin in the selection and retention of subconsultants, including procurement of materials and leases of equipment. The Consultant will not participate, either directly or indirectly, in the discrimination prohibited by Section 21.5 of the Regulations, including employment practices when the Agreement covers a program set forth in the Regulations. Page 7 of 22 4.16.1.3 Solicitation for Subconsultants, Including Procurement of Materials and Equipment 4.16.1.3.11n all solicitations, either by competitive bidding or negotiation made by the Consultant for work to be performed under a subcontract, including procurement of materials or equipment, each potential subconsultant or supplier shall be notified by the Consultant of the Consultant's obligation under this 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 4.16.1.4.1The 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 fumish 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. 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 Page 8 of 22 supplier as a result of such direction, the Consultant may request the Owner, the Iowa DOT, or the Untied States to enter into such litigation to protect the interests of the Owner , the Iowa DOT, and the Unites States, respectively. 4.17 Access To Records 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 fumished, 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 9 of 22 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their proper officials thereunto duly authorized as of the dates below indicated. Ament, Inc. Jimm D.1Rose, L.S. Preside Cif' .w f Waterloo, Iowa )4,,,ee..„? Ernest G.k" Clark Mayor Iowa Department of Transportation Accepted for FHWA Authorization* By: ,,,,e-d..01/4/1fr Robert Welper, P.E. Local Systems Engineer District 2 Office Date:/Y , 070/x+ Date:t",k0 I ae..Y , Date: 9_ oZ6_.2.01,7_ * The Iowa DOT is not a party to this agreement. However, by signing this agreement, the Iowa DOT is indicating the work proposed under this Agreement is acceptable for FHWA authorization of Federal funds. Page 10 of 22 ATTACHMENT A Scope of Services Phase IA. Wetland Investigation 1. Perform project administration and manage subconsultant activities. 2. Provide site maps and topographic information to subconsultant. 3. Coordinate with public utilities by contacting utility owners of record or the "One Call" representative and requesting that buried utilities be marked in the field. 4. Prepare and distribute letters (and envelopes, if needed) to select individual property owners along the Project corridor(s) where possible wetland areas may exist to request permission to enter onto their property to perform the necessary topographic and land corner surveys and to perform environmental and geotechnical investigations. 5. Determine if the project will impact any of the following: a. Hydric soils b. Hydrophytic vegetation c. Areas with wetland hydrology d. Wetlands 6. Perform a field wetland investigation. This work shall include the following: a. Locate and flag, if requested, any wetland boundaries in the field b. Survey wetland boundaries with Trimble GeoXH GPS unit (sub -foot accuracy) c. Add survey information to Base Map 7. Provide a map showing the wetland boundaries for the OWNER's use. 8. Attend one (1) follow-up meeting to discuss the report and review options. If an additional meetings and/or field work is needed to determine jurisdiction, use of contingency funds may be necessary. Page 11 of 22 ATTACHMENT B Specifications Coordinates of the delineated wetlands boundaries shall be provided in the NAD 83 datum, Iowa North Zone State Plane Coordinates system, or a system that will allow an accurate translation to this coordinate system. Page 12 of 22 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 [Prime Only] Contingency [Prime Only] Maximum Amount Payable $ 3,696.00 $ 99.00 $ 85.00 $ 3,880.00 If at any time during the work the Consultant determines that its actual costs will exceed the estimated actual costs, thus necessitating the use of a contingency amount, it will promptly so notify the Contract Administrator in writing and describe what costs are causing the overrun and the reason. The Consultant shall not exceed the estimated actual costs without the prior written approval of the Contract Administrator and concurrence of the Iowa DOT and the FHWA (when applicable). The Owner or the Iowa DOT may audit the Consultant's cost records prior to authorizing the use of a contingency amount. The Consultant shall establish a procedure for comparing the actual costs incurred during the performance of the work to the estimated actual costs listed above. The purpose is to monitor these two elements and thus provide for early identification of any potential for the actual costs exceeding the estimated actual costs. If the Consultant exceeds the estimated actual costs for any reason (other than that covered in Section 3.1.1.2.3) before the Contract Administrator is notified in writing, the Owner will have the right, at its discretion, to deny the use of the contingency amount. The fixed fee amount will not be changed unless there is a substantial change in scope, character, or complexity of the services covered by this Agreement or the time schedule is changed by the Owner. Any change in the fixed fee amount will be made by a Supplemental Agreement or Extra Work Order. The maximum amount payable under this Agreement is $ 3,880.00, which is the sum of the above amounts. The maximum amount payable can not be exceeded except by Supplemental Agreement or Extra Work Order if the Consultant establishes there is a substantial change in scope, character, or complexity of the services covered by this Agreement, the Contract Administrator agrees, and the Iowa DOT and FHWA (when applicable) concurs. If at any time it is determined that a maximum amount payable will be or has been exceeded, the Consultant shall immediately so notify the Contract Administrator in writing. The maximum amount payable may be increased by a Supplemental Agreement or Extra Work Order, or this Agreement will be terminated, with the Owner having the right, at its discretion, to terminate this Agreement without payment of the amount exceeding the maximum amount payable. The Owner or the Iowa DOT may audit the Consultant's cost records prior to making a decision whether or not to increase the maximum amount payable. 3.1.1.2 Reimbursable Costs. Reimbursable costs are the actual costs incurred by the Consultant which are attributable to the specific work covered by this Agreement and allowable under the provisions of Title 48, Subchapter E., Part 30 (full cost accounting standards; when applicable), section 31.105 and Subpart 31.2 of the current Federal Acquisition Regulation. These include the following: 1. Salaries of the employees for time directly chargeable to work covered by the Agreement, and salaries of principals for time they are productively engaged in work necessary to fulfill the terms of the Agreement. Page 13 of 22 2. Direct non -salary costs incurred in fulfilling the terms of this Agreement. The Consultant will be required to submit a detailed listing of direct non -salary costs incurred and certify that such costs are not included in overhead expense pool. These costs may include travel and subsistence, reproductions, computer charges and materials and supplies. 3. The indirect costs (salary related expenses and general overhead costs) to the extent that they are properly allowable to the work covered by this Agreement. The Consultant has submitted to the Owner the following indirect costs as percentages of direct salary costs to be used provisionally for progress payments for work accomplished during the Consultant's current fiscal year: Salary related expenses are 32.25% of direct salary costs and general overhead costs are 155.78% of direct salary costs. Use of updated overhead percentage rates shall be requested by the Consultant after the close of each fiscal year and shall be used to update previous year invoices and subsequent year as a provisional rate for invoicing in order to more accurately reflect the cost of work during the previous and subsequent years. Any actual fiscal year or fiscal year's audited or unaudited indirect costs rates known by the Consultant shall be used in computing the final invoice statement. All unverified overhead rates shall have a schedule of computation supporting the proposed rate attached to the final bill. Prior to final payment for work completed under this Agreement all indirect cost rates shall be audited and adjusted to actual rates through the most recently completed fiscal year during which the work was actually accomplished. In the event that the work is completed in the current fiscal year, audited indirect cost rates for the most recently completed fiscal year may be applied also to work accomplished in the current fiscal year. If these new rates cause the estimated actual costs to be exceeded, the contingency amount will be used. 3.1.1.3 Premium Overtime Pay. Premium overtime pay (pay over normal hourly pay) shall not exceed 2 percent of the total direct salary cost without written authorization. 3.1.1.4 Payments. Monthly payments shall be made based on the percentage of work completed and substantiated by monthly progress reports. The report shall indicate the direct and indirect costs associated with the work completed during the month. The Contract Administrator will check such progress reports and payment will be made for the direct non -salary costs and salary and indirect costs during said month, plus a portion of the fixed fee. The portion of the fixed fee to be paid will be in the proportion of the actual work completed and documented on the monthly progress reports. Upon delivery and acceptance of all work contemplated under this Agreement, the Consultant shall submit one complete invoice statement of costs incurred and/or amounts 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 Owner for possible overpayment determined by final audit. Page 14 of 22 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 Govemment, 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 leams 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 Govemment, the department or agency may terminate this transaction for cause or default. Page 15 of 22 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. (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. State of Iowa Black Hawk County 1, Jimmy D. Rose, L.S., President of Ament, 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. Subscribed and sworn to this ®M day of JeciLerri (Ca Page 16 of 22 ATTACHMENT E Certification of Consultant I hereby certify that I, Jimmy D. Rose, L.S. am the President and duly authorized representative of the firm of Ament, Inc., whose address is 625 32nd Avenue SW, Cedar Rapids, Iowa 52404, 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 fumished 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. Made this /4144.'day of ' - , ?� yy G , 400 - Page 17 of 22 ATTACHMENT F Certification of Owner I hereby certify that 1, Jimmy D. Rose, L.S., am the President 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 fumished 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. Made this Pfr day of Page 18 of 22 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 19 of 22 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. Page 20 of 22 Consultant Name Consultant Address Consultant Address Invoice No. Invoice Period Covered Consultant Job No. ATTACHMENT G Page 3 Cost Plus Fixed Free Progressive Invoice Date Client Project No. County Client Project Description Client Contract No. Contract Cumulative Current Estimate To Date Period Labor Dollars Overhead Overhead Adjustments 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 Page 21 of 22 I. Direct Labor Cost Employee Classification ATTACHMENT H CONSULTANT FEE PROPOSAL Hours Rate Amount E6 - Project Manager 6 $41.00 $246.00 E4 - Project Engineer 0 $30.00 0.00 E3 - Project Engineer 0 $28.00 0.00 El - Project Engineer 0 $18.00 0.00 D4 - Designer 0 $31.50 0.00 LSM - Land Surveyor Manager 0 $54.75 0.00 LS2 - Land Surveyor 0 $30.75 0.00 LSI - Land Surveyor Intern 0 $26.50 0.00 T4 - Technician 0 $20.50 0.00 T3 - Technician 0 $18.25 0.00 T2 - Technician 0 $16.25 0.00 T1 - Technician 0 $10.00 0.00 A4 - Administration 0 $32.00 0.00 A3 - Administration 1 $26.75 26.75 C3 - Clerical 1 $14.25 14.25 Direct Labor Total 8 $287.00 II. Payroll Burden and Overhead Costs Indirect Cost Factor (Overhead Rate) = 188.03% Total Indirect Costs = $539.65 III. Direct Project Expenses Quantity Rate Amount Mileage (miles) Reproductions (each) Postage (oz.) GPS Equipment (hours) Ground -Based LiDAR (days) 0 $0.555 50 $0.30 10 $0.45 0 $50.00 0 $2,000.00 $0.00 15.00 4.50 0.00 0.00 Total Direct Expenses = $19.50 IV. Subconsultant Costs None (Cost plus Fixed Fee) $0.00 EarthView Environmental, L.L.C. (Lump Sum Fee) $2,850.00 Total Subconsultants = $2,850.00 V. Estimated Actual Costs (I + II + III + IV) = $3,696.00 (ROUNDED) VI. Fixed Fee - Prime Only ( 12% of I + II) = $99.00 (ROUNDED) VII. Contingency - Prime Only ( 10% of I + II + III) = $85.00 (ROUNDED) VIII. Total Estimated Cost (V + VI + VII) = $3,880.00 Page 22 of 22 P:\G00412.01\Pre-Contract\Excel\G00412.10 AMENT Fee Development (Wetlands Delineation Field Work) Cost -Plus -Fixed Fee).xls\Attachment H Please return this copy to: City Clerk & Finance Department 715 Mulberry Street Waterloo, IA 50703 Iowa DOT Project No. STP -U-8155()-70-07 Owner Project No. Q4; Professional Services Agreement for Kimball Avenue Transportation Improvements Project - from Tower Park Dr to Acadia St This is an AGREEMENT, made as of the f erRt F 1 th) day of September in the year 2012 ; by and BETWEEN the City of Waterloo, Iowa, identified as the Owner; City of Waterloo, Iowa City Hall 715 Mulberry Street Waterloo, IA 50703 and the Consultant ; Ament, Inc. 625 32nd Avenue SW Cedar Rapids, IA 52404 for the following Project: The Owner has decided to improve Kimball Avenue Transportation Improvements Project - from Tower Park Dr to Acadia St in accordance with the current Statewide Transportation Improvement Program. It has been determined that the Owner shall proceed with the preparation of final design, plans, specifications and estimates for the improvements, subject to the concurrence and approval of the Iowa Department of Transportation (Iowa DOT) and the Federal Highway Administration (FHWA) (when applicable). The Owner desires to employ the Consultant to provide environmental (wetlands delineation field work) and engineering services in connection with the design and preparation of plans, specifications and estimates 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 22 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 22 ARTICLE 1 INITIAL INFORMATION 1.1 This Agreement is based on the following information and assumptions. Project Parameters The objective or use is: To determine if wetlands exist within the construction limits of the proposed Project improvements and to delineate their boundaries, if found. 1.2 Financial Parameters 1.2.1 The financial parameters are; Amount of the Owner's budget for the Consultant's compensation is: Three thousand eight hundred eighty and 00/100 dollars ($3,880.00) 1.2.2 Amount of the Consultant's budget for the subconsultants' compensation is: Two thousand eight hundred fifty and 00/100 dollars ($2,850.00) 1.3 Project Team 1.3.1 The Owner's Designated Representative identified as the Contract Administrator is: Jeff Bales — Associate Engineer, City Engineering Department The Contract Administrator is the authorized representative, acting as liaison officer for the Owner for purpose of coordinating and administering the work under the Agreement. The work under this Agreement shall at all times be subject to the general supervision and direction of the Contract Administrator and shall be subject to the Contract Administrator's approval. 1.3.2 The Consultants Designated Representative is: Larry D. Berns, P.E. — Project Manager 1.3.3 The subconsultants retained at the Consultant's expense are: EarthView Environmental, L.L.C. 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 Scope of services shall be completed and accepted on or before October 15, 2012 or fourteen (14) calendar days after receiving the notice to proceed (whichever is greater), provided that notice to proceed is received on or before September 28, 2012. 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. 1.4.4 {Deleted}. 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, 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 Page 3 of 22 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 .7 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 subconsultants contract are not available for use by the prime Consultant unless the Contract Administrator has given prior written approval and the Iowa DOT and the FHWA (when applicable) concurs. ARTICLE 4 TERMS AND CONDITIONS 4.1 Ownership of Engineering Documents 4.1.1 All sketches, tracings, plans, specifications, reports on special studies and other data prepared under this Agreement shall become the property of the Owner and shall be delivered to the Contract Administrator upon completion of the plans or termination of the services of the Consultant. There shall be no restriction or limitation on their future use by the Owner, except any use on extensions of the project or on any other project without written verification or adaptation by the Consultant for the specific purpose intended will be the Owner's sole risk and without liability or legal exposure to the Consultant. 4.1.2 The Owner acknowledges the Consultant's plans and specifications, including all documents on electronic media, as instruments of professional service. Nevertheless, the plans and specifications prepared under this Agreement shall become the property of the Owner upon completion of the services and payment in full of all moneys due to the Consultant. 4.1.3 The Owner and the Consultant agree that any electronic files prepared by either party shall conform to the specifications listed in Attachment B. All electronic files will be submitted to the Owner by the Consultant on CD or other mutually agreed upon medium. Any change to these specifications by either the Owner or the Consultant is subject to review and acceptance by the other party. Additional efforts by the Consultant made necessary by a change to the CADD software specifications shall be compensated for as Additional Services. 4.1.4 The Owner is aware that significant differences may exist between the electronic files delivered and the respective construction documents due to addenda, change orders or other revisions. In the event of a conflict between the signed construction documents prepared by the Consultant and electronic files, the signed construction documents shall govem. Page 4 of 22 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. 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 fumish 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 Ownerto terminate this Agreement at any time upon not Tess than thirty (30) days' written notice to the Consultant. Page 5 of 22 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 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 Page 6 of 22 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. 4.11 Non -Raiding Clause 4.11.1 The Consultant shall not engage the services of any person or persons, then in the employment of the Owner, for work covered by this Agreement without the written consent of the employer of such person. 4.12 General Compliance With Laws 4.12.1 The Consultant shall comply with all Federal, State and Local laws and ordinances applicable to the work. 4.13 Subletting, Assignment Or Transfer 4.13.1 Subletting, assignment, or transfer of all or part of the interest of the Consultant in this Agreement is prohibited unless written consent is obtained from the Contract Administrator and the Iowa DOT and the FHWA (when applicable) concurs. 4.14 Forbidding Use of Outside Agents 4.14.1 The Consultant warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the Consultant, to solicit or secure this Agreement, and that it has not paid or agreed to pay any company or person, other than bona fide employees working solely for the Consultant, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, the Owner shall have the right to annul the Agreement without liability, or in its discretion to deduct from the Agreement price or consideration or otherwise recover the full amount of such fee, commission, percentage, brokerage fee, or counterpart fee. 4.15 Consultant's Endorsement On Plans 4.15.1 The Consultant shall endorse the completed computations prepared under this Agreement, and shall affix thereto the seal of a licensed professional engineer or architect, licensed to practice in the State of Iowa, in accordance with the current Code of Iowa. 4.16 Compliance With Title 49, Code Of Federal Regulations 4.16.1 During the performance of this Agreement, the Consultant and its assignees and successors in interest agree as follows: 4.16.1.1 Compliance with Regulations 4.16.1.1.1 The Consultant will comply with the regulations of the U.S. Department of Transportation, relative to nondiscrimination in federally assisted programs of the U.S. Department of Transportation (Title 49, Code of Federal Regulations, Part 21, hereinafter referred to as the "Regulations"), which are herein incorporated by reference and made a part of this Agreement. 4.16.1.2 Nondiscrimination 4.16.1.21 The Consultant, with regard to the work performed by it, will not discriminate on the grounds of race, religion, age, physical disability, color, sex or national origin in the selection and retention of subconsultants, including procurement of materials and leases of equipment. The Consultant will not participate, either directly or indirectly, in the discrimination prohibited by Section 21.5 of the Regulations, including employment practices when the Agreement covers a program set forth in the Regulations. Page 7 of 22 4.16.1.3 Solicitation for Subconsultants, Including Procurement of Materials and Equipment 4.16.1.3.1 In all solicitations, either by competitive bidding or negotiation made by the Consultant for work to be performed under a subcontract, including procurement of materials or equipment, each potential subconsultant or supplier shall be notified by the Consultant of the Consultant's obligation under this 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 fumish this information, the Consultant shall so certify to the Owner, the Iowa DOT, or the FHWA, as appropriate, and shall set forth what efforts it has made to obtain information. 4.16.1.6 Sanctions for Noncompliance 4.16.1.6.1 In the event of the Consultant's noncompliance with the nondiscrimination provisions of this Agreement, the Owner shall impose such contract sanctions as it, the Iowa DOT, or the FHWA, may determine to be appropriate, including, but not limited to: ...1.6.1.1 Withholding of payments to the Consultant under the Agreement until the Consultant complies, and/or ...1.6.1.2 Cancellation, termination or suspension of the Agreement, in whole or in part. 4.16.1.7 Incorporation of Provisions 4.16.1.7.1 The Consultant will include the provisions of Article 4.16.1.1 through 4.16.1.6 of this Agreement in every subagreement, including procurements of materials and lease of equipment, unless exempt by the regulations, orders or instructions issued pursuant thereto. The Consultant will take such action with respect to any subagreement or procurement as the Owner, Iowa DOT, or FHWA may direct as a means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event a Consultant becomes involved in, or is threatened with, litigation with a subconsultant or Page 8 of 22 supplier as a result of such direction, the Consultant may request the Owner, the Iowa DOT, or the Untied States to enter into such litigation to protect the interests of the Owner , the Iowa DOT, and the Unites States, respectively. 4.17 Access To Records 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 9 of 22 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their proper officials thereunto duly authorized as of the dates below indicated. Ament, Inc2_____ . Ci !f Water Emest G. "Buck" Clark Mayor Iowa Department of Transportation Accepted for FHWA Authorization* Date: 4plan, /1/ , 074/4 Date: r\2 x- , By: Date: Robert Welper, P.E. Local Systems Engineer District 2 Office * The Iowa DOT is not a party to this agreement. However, by signing this agreement, the Iowa DOT is indicating the work proposed under this Agreement is acceptable for FHWA authorization of Federal funds. Page 10 of 22 ATTACHMENT A Scope of Services Phase IA. Wetland Investigation 1. Perform project adminisu ation and manage subconsultant activities. 2. Provide site maps and topographic information to subconsultant. 3. Coordinate with public utilities by contacting utility owners of record or the "One Call" representative and requesting that buried utilities be marked in the field. 4. Prepare and distribute letters (and envelopes, if needed) to select individual property owners along the Project corridor(s) where possible wetland areas may exist to request permission to enter onto their property to perform the necessary topographic and land corner surveys and to perform environmental and geotechnical investigations. 5. Determine if the project will impact any of the following: a. Hydric soils b. Hydrophytic vegetation c. Areas with wetland hydrology d. Wetlands 6. Perform a field wetland investigation. This work shall include the following: a. Locate and flag, if requested, any wetland boundaries in the field b. Survey wetland boundaries with Trimble GeoXH GPS unit (sub -foot accuracy) c. Add survey information to Base Map 7. Provide a map showing the wetland boundaries for the OWNER's use. 8. Attend one (1) follow-up meeting to discuss the report and review options. If an additional meetings and/or field work is needed to determine jurisdiction, use of contingency funds may be necessary. Page 11 of 22 ATTACHMENT B Specifications Coordinates of the delineated wetlands boundaries shall be provided in the NAD 83 datum, Iowa North Zone State Plane Coordinates system, or a system that will allow an accurate translation to this coordinate system. Page 12 of 22 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 fumished 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 [Prime Only] Contingency [Prime Only] Maximum Amount Payable $ 3,696.00 $ 99.00 $ 85.00 $ 3,880.00 If at any time during the work the Consultant determines that its actual costs will exceed the estimated actual costs, thus necessitating the use of a contingency amount, it will promptly so notify the Contract Administrator in writing and describe what costs are causing the overrun and the reason. The Consultant shall not exceed the estimated actual costs without the prior written approval of the Contract Administrator and concurrence of the Iowa DOT and the FHWA (when applicable). The Owner or the Iowa DOT may audit the Consultant's cost records prior to authorizing the use of a contingency amount. The Consultant shall establish a procedure for comparing the actual costs incurred during the performance of the work to the estimated actual costs listed above. The purpose is to monitor these two elements and thus provide for early identification of any potential for the actual costs exceeding the estimated actual costs. If the Consultant exceeds the estimated actual costs for any reason (other than that covered in Section 3.1.1.2.3) before the Contract Administrator is notified in writing, the Owner will have the right, at its discretion, to deny the use of the contingency amount. The fixed fee amount will not be changed unless there is a substantial change in scope, character, or complexity of the services covered by this Agreement or the time schedule is changed by the Owner. Any change in the fixed fee amount will be made by a Supplemental Agreement or Extra Work Order. The maximum amount payable under this Agreement is $ 3,880.00, which is the sum of the above amounts. The maximum amount payable can not be exceeded except by Supplemental Agreement or Extra Work Order if the Consultant establishes there is a substantial change in scope, character, or complexity of the services covered by this Agreement, the Contract Administrator agrees, and the Iowa DOT and FHWA (when applicable) concurs. If at any time it is determined that a maximum amount payable will be or has been exceeded, the Consultant shall immediately so notify the Contract Administrator in writing. The maximum amount payable may be increased by a Supplemental Agreement or Extra Work Order, or this Agreement will be terminated, with the Owner having the right, at its discretion, to terminate this Agreement without payment of the amount exceeding the maximum amount payable. The Owner or the Iowa DOT may audit the Consultant's cost records prior to making a decision whether or not to increase the maximum amount payable. 3.1.1.2 Reimbursable Costs. Reimbursable costs are the actual costs incurred by the Consultant which are attributable to the specific work covered by this Agreement and allowable under the provisions of Title 48, Subchapter E., Part 30 (full cost accounting standards; when applicable), section 31.105 and Subpart 31.2 of the current Federal Acquisition Regulation. These include the following: 1. Salaries of the employees for time directly chargeable to work covered by the Agreement, and salaries of principals for time they are productively engaged in work necessary to fulfill the terms of the Agreement. Page 13 of 22 2. Direct non -salary costs incurred in fulfilling the terms of this Agreement. The Consultant will be required to submit a detailed listing of direct non -salary costs incurred and certify that such costs are not included in overhead expense pool. These costs may include travel and subsistence, reproductions, computer charges and materials and supplies. 3. The indirect costs (salary related expenses and general overhead costs) to the extent that they are properly allowable to the work covered by this Agreement. The Consultant has submitted to the Owner the following indirect costs as percentages of direct salary costs to be used provisionally for progress payments for work accomplished during the Consultant's current fiscal year: Salary related expenses are 32.25% of direct salary costs and general overhead costs are 155.78% of direct salary costs. Use of updated overhead percentage rates shall be requested by the Consultant after the close of each fiscal year and shall be used to update previous year invoices and subsequent year as a provisional rate for invoicing in order to more accurately reflect the cost of work during the previous and subsequent years. Any actual fiscal year or fiscal year's audited or unaudited indirect costs rates known by the Consultant shall be used in computing the final invoice statement. All unverified overhead rates shall have a schedule of computation supporting the proposed rate attached to the final bill. Prior to final payment for work completed under this Agreement all indirect cost rates shall be audited and adjusted to actual rates through the most recently completed fiscal year during which the work was actually accomplished. In the event that the work is completed in the current fiscal year, audited indirect cost rates for the most recently completed fiscal year may be applied also to work accomplished in the current fiscal year. If these new rates cause the estimated actual costs to be exceeded, the contingency amount will be used. 3.1.1.3 Premium Overtime Pay. Premium overtime pay (pay over normal hourly pay) shall not exceed 2 percent of the total direct salary cost without written authorization. 3.1.1.4 Payments. Monthly payments shall be made based on the percentage of work completed and substantiated by monthly progress reports. The report shall indicate the direct and indirect costs associated with the work completed during the month. The Contract Administrator will check such progress reports and payment will be made for the direct non -salary costs and salary and indirect costs during said month, plus a portion of the fixed fee. The portion of the fixed fee to be paid will be in the proportion of the actual work completed and documented on the monthly progress reports. Upon delivery and acceptance of all work contemplated under this Agreement, the Consultant shall submit one complete invoice statement of costs incurred and/or amounts 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 Owner for possible overpayment determined by final audit. Page 14 of 22 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 fumish 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 Govemment, 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 leams 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 Govemment, the department or agency may terminate this transaction for cause or default. Page 15 of 22 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 govemmental 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. (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. State of Iowa Black Hawk County I, Jimmy D. Rose, L.S., President of Ament, Inc. , being duly swom (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. (signature) Subscribed and swom to this /4/ day of Page 16 of 22 ATTACHMENT E Certification of Consultant I hereby certify that 1, Jimmy D. Rose, L.S. am the President and duly authorized representative of the firm of Ament, Inc., whose address is 625 32nd Avenue SW, Cedar Rapids, Iowa 52404, 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 fumished 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. ck l '/. (signature) Made this /614' day of ,<..e,( , o20/,t . Page 17 of 22 ATTACHMENT F Certification of Owner I hereby certify that 1, Jimmy D. Rose, L.S., am the President 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 fumished 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. (signature) Made this / 4 day of`""""` , n?(1 / . Page 18 of 22 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 19 of 22 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. Page 20 of 22 Consultant Name Consultant Address Consultant Address Invoice No. Invoice Period Covered Consultant Job No. ATTACHMENT G Page 3 Cost Plus Fixed Free Progressive Invoice Date Client Project No. County Client Project Description Client Contract No. Contract Cumulative Current Estimate To Date Period Labor Dollars Overhead Overhead Adjustments 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 Page 21 of 22 I. Direct Labor Cost Employee Classification ATTACHMENT H CONSULTANT FEE PROPOSAL Hours Rate Amount E6 - Project Manager 6 $41.00 $246.00 E4 - Project Engineer 0 $30.00 0.00 E3 - Project Engineer 0 $28.00 0.00 El - Project Engineer 0 $18.00 0.00 D4 - Designer 0 $31.50 0.00 LSM - Land Surveyor Manager 0 $54.75 0.00 LS2 - Land Surveyor 0 $30.75 0.00 LSI - Land Surveyor Intern 0 $26.50 0.00 T4 - Technician 0 $20.50 0.00 T3 - Technician 0 $18.25 0.00 T2 - Technician 0 $16.25 0.00 T1 - Technician 0 $10.00 0.00 A4 - Administration 0 $32.00 0.00 A3 - Administration 1 $26.75 26.75 C3 - Clerical 1 $14.25 14.25 Direct Labor Total 8 $287.00 II. Payroll Burden and Overhead Costs Indirect Cost Factor (Overhead Rate) = 188.03% Total Indirect Costs = $539.65 III. Direct Project Expenses Quantity Rate Amount Mileage (miles) Reproductions (each) Postage (oz.) GPS Equipment (hours) Ground -Based LiDAR (days) 0 $0.555 50 $0.30 10 $0.45 0 $50.00 0 $2,000.00 $0.00 15.00 4.50 0.00 0.00 Total Direct Expenses = $19.50 IV. Subconsultant Costs None (Cost plus Fixed Fee) $0.00 EarthView Environmental, L.L.C. (Lump Sum Fee) $2,850.00 Total Subconsultants = $2,850.00 V. Estimated Actual Costs (I + II + III + IV) = $3,696.00 (ROUNDED) VI. Fixed Fee - Prime Only ( 12% of I + II) = $99.00 (ROUNDED) VII. Contingency - Prime Only ( 10% of I + II + III) = $85.00 (ROUNDED) VIII. Total Estimated Cost (V + VI + VII) = $3,880.00 Page 22 of 22 P:\G00412.01\Pre-Contract\Excel1G00412.10 AMENT Fee Development (Wetlands Delineation Field Work) Cost -Plus -Fixed Fee).xls\Attachment H