HomeMy WebLinkAboutUS Department of Transportation-3/21/2011CITY OF WATERLOO
DEPARTMENT OF ENGINEERING TRANSMITTAL
715 Mulberry Street Waterloo, IA 50703
DATE:4/1 /11
TO: haria Armstrong
Transmitted herewith are:
QUANTITY
Contract No.783
PROJECT:Wayfinding Signage
DESCRIPTION
Agreement
Change Order Contracts and Bonds
Engineering Contract
Maintenance Bond
Plans and Specifications
Punch List
TV Reports
One Original Professional Services Agreement with JDE Engineering
One Copy Each Federal Funding Authorization, "Notice -To -Proceed" Letter
❑ For your Action
n For your Approval
[1 For your Information
n For your signature
O Other
M Per Your Request
n Per our Conversation
n For your review
® For your Files
COMMENTS:
Cc: Michelle Weidner w/attachments, Pauline Closson w/attachments, JDE Engineering,
w/original agreement, File w/attachments
City Engineering Department
By.
Jeff Bales, Associate Engineer
Page 1 of 1
JEFF BALES
From: JEFF BALES
Sent: Thursday, March 31, 2011 8:41 AM
To: 'Jim Ellis'
Subject: STP -U-8155(719)-70-07 CRS - Notice To Proceed
Jim,
Please consider this e-mail your "Notice -To -Proceed", effective March 31st, 2011, with work under the
attached Professional Services Agreement for construction -related services for the installation of
Wayfinding Signage within downtown Waterloo.
Jeff
From: Welper, Robert [DOT][mailto:Robert.Welper@dot.iowa.gov]
Sent: Thursday, March 31, 2011 8:05 AM
To: JEFF BALES
Subject: RE: CRS Agreement with JDE for (719)
Jeff,
Jim Ellis left a message wondering if he had notice to proceed based on this email. I called him back and
left a message saying that was up to the City. The original signed agreements went out in the
Wednesday mail. A copy of the agreement is attached for your use.
Bob
From: Welper, Robert [DOT]
Sent: Tuesday, March 29, 2011 3:20 PM
To: 'JEFF BALES'
Cc: Mohorne, Willie [DOT]; Wiebke, Dean [DOT]
Subject: CRS Agreement with JDE for (719)
The agreement arrived today and has been signed. Two (2) originals will be returned by mail.
Robert A. Welper P.E.
District 2 Local Systems Engineer
1420 Fourth Street SE
Mason City, IA 50401
(641) 422-9467
4/1/2011
Run Date; 03/01/2011
Run Time 15:17:07
U.S. DEPARTMENT OF TRANSPORTATION
FEDERAL HIGHWAY ADMINISTRATION
FEDERAL -AID PROJECT MODIFICATION
Report: FMISDO6A
Page 1
STATE: IOWA PROJECT NO:8155(719) NO: 1
STATE PROJ. NO(S): 70078155719
DESCRIPTION: Wayfinding Signage on U.S. 218, Mullan Ave, 1st St, Franklin St, Washington St, Sycamore St & Commercial
St in Waterloo - Signs/PE
CLASSIFICATION OF PHASE OF WORK: CONSTR
THE PROJECT AGREEMENT FOR THE ABOVE -REFERENCED PROJECT ENTERED INTO BETWEEN THE UNDERSIGNED
PARTIES AND EXECUTED BY THE DIVISION ADMINISTRATOR ON 01/14/2011 IS HEREBY MODIFIED AS FOLLOWS:
PROGRAM URBAN/ FORMER AMOUNT REVISED AMOUNT
CODE WITH
L200 ESTIMATED TOTAL OF PROJECT $128,000.00 $165,000.00
FEDERAL FUNDS $96,000.00 $125,600.00
ADV CONSTRUCTION FUNDS $0.00 $0.00
PERCENT FEDERAL SHARE 80.00% 80.00%
STATE REMARKS:
STP -U-8155(719)-70-07 - AMEND MOD. #1 - Request for all phases of CE, FA 80/20, STIP $280,000, Item# 10379.
STP -U-8155(719)-70-07, Letting Date 2/15/11, FA 80/20, STIP $280,000, Item# 10379, $8,000 is considered non -participating cost.
In accordance With FHWA E -Mail dated 10/18/2010 this agreement is subject to the following award terms:
http://edocket.access.gpo.gov/2010/pdf/2010-22705.pdf and http://edocket.access.gpo.gov/2010/pdf/2010-22706.pdf.
DIVISION REMARKS:
ALL OTHER TERMS AND CONDITIONS OF THE PROJECT AGREEMENT WILL REMAIN IN FULL FORCE AND EFFECT.
DEPARTMENT OF TRANSPORTATION
AVAILABLE FUNDS CERTIFIED BY:
APPROVAL RECOMMENDED BY:
APPROVED AND AUTHORIZED BY:
FEDERAL HIGHWAY ADMINISTRATION
APPROVAL RECOMMENDED BY:
APPROVED AND AUTHORIZED BY:
MODIFICATION APPROVED BY:
DANIEL C. STOKES
DANIEL C. STOKES
DANIEL C. STOKES
JULIE R. SCHINKEL
PETER E. JENSEN
THOMAS L. PARHAM
DATE: 02/24/2011
DATE: 02/24/2011
DATE: 02/24/2011
DATE: 02/24/2011
DATE: 02/25/2011
DATE: 02/28/2011
Iowa DOT Project No. STP -U-8155(719)--70-07
Owner Project No. 783
Professional Services Agreement
for Construction -Related Services
for the Installation of Wayfinding Signage
within Downtown Waterloo, Iowa
This is an AGREEMENT, made as of the _ day of AitArdA, _,./
BETWEEN the City of Waterloo, Iowa, identified as the Owner;
City of Waterloo
715 Mulberry Street
Waterloo, Iowa 50703
Phone: 319-291-4312
and the Consultant ;
JDE Engineering, PLC
500 Main Street
La Porte City, Iowa 50651
Phone: 319-464-7913
for the following Project:
in the year 2011; by and
The Owner has decided to improve Wayfinding Signage within Downtown Waterloo, Iowa in accordance with the
current Statewide Transportation Improvement Program. It has been determined that the Owner shall proceed
with the construction of 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 Construction -Related Services in connection with the
construction of 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 20
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 20
!ARTICLE 1 INITIAL INFORMATION
1.1
This Agreement is based on the following information and assumptions.
Project Parameters
The objective or use is:
None
1.2 Financial Parameters
1.2.1 The financial parameters are;
Amount of the Owner's budget for the Consultant's compensation is:
$36,938.90
1.2.2 Amount of the Consultant's budget for the subconsultants' compensation is:
$7,790
1.3 Project Team
1.3.1 The Owner's Designated Representative identified as the Contract Administrator is:
Eric Thorson, City Engineer, City of Waterloo Engineering Department, or Authorized Representative
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:
Jim D. Ellis, P.E., JDE Engineering, PLC
1.3.3 The subconsultants retained at the Consultant's expense are:
Craig Ritland Landscape Architects & Terracon Consultants, Inc.
1.4 Time Parameters
1.4.1 Date to Proceed: Consultant is to begin work under this Agreement upon receipt of a written notice to
proceed from the Owner.
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
outlined in Attachment B. In addition, applicable sections of the U.S. Department of Transportation
Federal Aid Policy Guide (FAPG) shall be used as a guide in preparation of plans, specifications and
estimates.
2.1.3 Other documents as follows:
.1 Fees and Payments — Attachment C
.2 Certification Regarding Debarment, Suspension, and Other Responsibility Matters - Attachment D
.3 Certification of Consultant - Attachment E
.4 Certification of Owner - Attachment F
.5 Sample Invoice Form - Attachment G
.6 Consultant Fee Proposal - Attachment H
.7 Subconsultant Agreement - Craig Ritland Landscape Architects - Attachment I
Page 3 of 20
.8 Subconsultant Agreement - Terracon Consultants, Inc. - Attachment J
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 Specific Rates of 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.
3.2.2 Using the Specific Rates of Compensation method, the consultant is paid at an agreed and supported
specific hourly, or daily rate, for each class of employee directly engaged in the work. Such rates of
pay included the consultant estimated costs and net fee. This method of payment should be
considered only for relatively minor items of work of indeterminable extent over which the contracting
authority maintains control of the class of employee to be used and the extent of such use. Direct non -
salary costs may be either set forth as an element of the specific rate or may be included in the contract
as independent cost items. The specific rates, so determined, should be established by the consultant
and found by the contracting authority to be reasonable and proper. The use of the Specific Rates of
Compensation method was implemented for this project as per the recommendation of the Iowa
Department of Transportation Pre -Audit Report dated February 9, 2011. The number of the Pre -Audit
Report is PA -11-02-182-9-2-1.
ARTICLE 4 TERMS AND CONDITIONS
4.1 Ownership of Engineering Documents
4.1.1 All sketches, tracings, plans, specifications, reports on special studies and other data prepared under
this Agreement shall become the property of the Owner and shall be delivered to the Contract
Administrator upon completion of the plans or termination of the services of the Consultant. There
shall be no restriction or limitation on their future use by the Owner, except any use on extensions of
the project or on any other project without written verification or adaptation by the Consultant for the
specific purpose intended will be the Owner's sole risk and without liability or legal exposure to the
Consultant.
4.1.2 The Owner acknowledges the Consultant's plans and specifications, including all documents on
electronic media, as instruments of professional service. Nevertheless, the plans and specifications
prepared under this Agreement shall become the property of the Owner upon completion of the
services and payment in full of all moneys due to the Consultant.
4.1.3 The Owner and the Consultant agree that any electronic files prepared by either party shall conform to
the specifications listed in Attachment B. All electronic files will be submitted to the Owner by the
Consultant on CD or other mutually agreed upon medium. Any change to these specifications by
either the Owner or the Consultant is subject to review and acceptance by the other party. Additional
efforts by the Consultant made necessary by a change to the CADD software specifications shall be
compensated for as Additional Services.
4.1.4 The Owner is aware that significant differences may exist between the electronic files delivered and the
respective construction documents due to addenda, change orders or other revisions. In the event of a
conflict between the signed construction documents prepared by the Consultant and electronic files,
the signed construction documents shall govern.
Page 4 of 20
R, 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 furnish sufficient prints of plans or
other data in such detail as may be required, for the purposes of review of details and for plan -in -hand
and field check inspections.
4.6 Termination of Agreement
4.6.1 In the event of the death of any member or partner of the Consultant's firm, the surviving members
shall complete the work, unless otherwise mutually agreed upon by the Owner and the survivors.
4.6.2 The right is reserved by the Owner to terminate this Agreement at any time upon not less than thirty
(30) days' written notice to the Consultant.
Page 5 of 20
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, government actions, or similar causes beyond the reasonable control of
the Consultant.
4.8 Mediation
4.8.1 In an effort to resolve any conflicts that arise during the design or construction of the project or following
the completion of the project, the Owner and the Consultant agree that all disputes between them
arising out of or relating to this Agreement shall be submitted to non-binding mediation unless the
parties mutually agree otherwise. The Owner and the Consultant further agree to include a similar
mediation provision in all agreements with independent contractors and Consultants retained for the
project and to require all independent contractors and Consultants also to include a similar mediation
provision in all agreements with subcontractors, subconsultants, suppliers or fabricators so retained,
thereby providing for mediation as the primary method for dispute resolution between the parties to
those agreements.
4.9 Arbitration
4.9.1 In the event the parties to this Agreement are unable to reach a settlement of any dispute arising out of
the services under this Agreement in accordance with Paragraph 4.8, then such disputes shall be
settled by binding arbitration by an arbitrator to be mutually agreed upon by the parties, and pursuant to
the arbitration procedures set out in Iowa Code Chapter 679A. Any arbitration pursuant to this
paragraph or mediation pursuant to Paragraph 4.8.1 shall occur in Black Hawk County, Iowa.
4.10 Responsibility For Claims And Liability
Page 6 of 20
4.10.1 The Consultant shall defend, indemnify and save harmless the Owner, the Iowa Department of
Transportation, the State of Iowa, its agencies, agents, employees and assignees and the Federal
Government from all claims and liabilities due to design error, omission or negligent act of the
Consultant, its members, agents, stockholders, or employees in connection with performance of this
Agreement.
4.11 Non -Raiding Clause
4.11.1 The Consultant shall not engage the services of any person or persons, then in the employment of the
Owner, for work covered by this Agreement without the written consent of the employer of such person.
4.12 General Compliance With Laws
4.12.1 The Consultant shall comply with all Federal, State, and Local laws and ordinances applicable to the
work.
4.13 Subletting, Assignment Or Transfer
4.13.1 Subletting, assignment, or transfer of all or part of the interest of the Consultant in this Agreement is
prohibited unless written consent is obtained from the Contract Administrator and the Iowa DOT and
the FHWA (when applicable) concurs.
4.14 Forbidding Use of Outside Agents
4.14.1 The Consultant warrants that it has not employed or retained any company or person, other than a
bona fide employee working solely for the Consultant, to solicit or secure this Agreement, and that it
has not paid or agreed to pay any company or person, other than bona fide employees working solely
for the Consultant, any fee, commission, percentage, brokerage fee, gift, or any other consideration
contingent upon or resulting from the award or making of this Agreement. For breach or violation of this
warranty, the Owner shall have the right to annul the Agreement without liability, or in its discretion to
deduct from the Agreement price or consideration or otherwise recover the full amount of such fee,
commission, percentage, brokerage fee, or counterpart fee.
4.15 Consultant's Endorsement On Plans
4.15.1 The Consultant shall endorse the completed computations prepared under this Agreement, and shall
affix thereto the seal of a licensed professional engineer or architect, licensed to practice in the State of
Iowa, in accordance with the current Code of Iowa.
4.16 Compliance With Title 49, Code Of Federal Regulations
4.16.1 During the performance of this Agreement, the Consultant and its assignees and successors in
interest agree as follows:
4.16.1.1 Compliance with Regulations
4.16.1.1.1 The Consultant will comply with the regulations of the U.S. Department of Transportation, relative to
nondiscrimination in federally assisted programs of the U.S. Department of Transportation (Title 49,
Code of Federal Regulations, Part 21, hereinafter referred to as the "Regulations"), which are herein
incorporated by reference and made a part of this Agreement.
4.16.1.2 Nondiscrimination
4.16.1.2.1 The Consultant, with regard to the work performed by it, will not discriminate on the grounds of race,
religion, age, physical disability, color, sex, or national origin in the selection and retention of
subconsultants, including procurement of materials and leases of equipment. The Consultant will not
participate, either directly or indirectly, in the discrimination prohibited by Section 21.5 of the
Regulations, including employment practices when the Agreement covers a program set forth in the
Regulations.
4.16.1.3 Solicitation for Subconsultants, Including Procurement of Materials and Equipment
Page 7 of 20
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
4.16.1.5.1The Consultant will provide all information and reports required by the regulations, orders, and
instructions issued pursuant thereto, and will permit access to its books, records, accounts, other
sources of information, and its facilities as may be determined by the Owner, the Iowa DOT, or the
FHWA, to be pertinent to ascertain compliance with regulations, orders, and instructions. Where any
information required of a Consultant is in the exclusive possession of another who fails or refuses to
furnish this information, the Consultant shall so certify to the Owner, the Iowa DOT, or the FHWA, as
appropriate, and shall set forth what efforts it has made to obtain the information.
4.16.1.6 Sanctions for Noncompliance
4.16.1.6.1In 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 sub -agreement, 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 sub -agreement or procurement as the Owner, Iowa DOT, or FHWA may direct as a
means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in
the event a Consultant becomes involved in, or is threatened with, litigation with a subconsultant or
supplier as a result of such direction, the Consultant may request the Owner, the Iowa DOT, or the
Untied States to enter into such litigation to protect the interests of the Owner , the Iowa DOT, and the
Unites States, respectively.
Page 8 of 20
4.17
Access To Records
4.17.1 The Consultant is to maintain all books, documents, papers, accounting records and other evidence
pertaining to this Agreement and to make such materials available at their respective offices at all
reasonable times during the agreement period, and for three years from the date of final payment under
the Agreement, for inspection and audit by the Owner, Iowa DOT, FHWA, or any authorized
representatives of the Federal Government; and copies thereof shall be furnished, if requested.
4.18 Iowa DOT and Federal Highway Administration Participation
4.18.1 The work under this Agreement shall be contingent upon and subject to the approval of the Iowa DOT
and the Federal Highway Administration (if applicable). The Iowa DOT and the Federal Highway
Administration shall have the right to participate in the conferences between the Consultant and the
Owner and to participate in the review or examination of the work in progress.
4.19 Severability
If any section, provision or part of this Agreement shall be adjudged invalid or unconstitutional, such
adjudication shall not affect the validity of the Agreement as a whole or any section, provision, or part
thereof not adjudged invalid or unconstitutional.
4.20 Choice of Law and Form
The laws of the State of Iowa shall govern and determine all matters arising out of or in connection with
this agreement without regard to the choice of law provisions of Iowa law. In the event any proceeding
of a quasi-judicial or judicial nature is commenced in connection with this agreement, the exclusive
jurisdiction for the proceeding shall be brought in the Black Hawk County District Court for the State of
Iowa, Waterloo, Iowa. This provision shall not be construed as waiving any immunity to suit or liability
including without limitation sovereign immunity in State or Federal court, which may be available to the
Owner.
Page 9 of 20
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.
JDE Engineering, PLC
Jim D. Ellis, P.E.
Owner / Project Manager
City oJ,Waterloo
Ernest G. Clark
Mayor
Iowa Department of Transportation
Accepted for FHWA Authorization*
Robert Welper, P.E.
Local Systems Engineer
District 2
Date:
Date: ALith, , 87)1(
Date:
* 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 20
ATTACHMENT A
Scope of Services
1. Assist in development of tax exemption certificates. These certificates would be delivered to the
contractor. Certificates would be developed by the Waterloo City Clerk's Office, with assistance from JDE
Engineering, and delivered to the contractor prior to the beginning of construction.
2. Develop a construction notebook for organization of construction documents.
3. Maintain bid tabulation and bid summary information following bid opening.
4. Develop a preconstruction conference agenda and sign -in sheet.
5. Conduct the Preconstruction Conference.
6. Produce minutes of the Preconstruction Conference meeting and provide a copy of the minutes to all
parties in attendance.
7. Conduct progress meetings every 2 weeks during the construction phase of the project. These meetings
could be conducted on-site during construction, or at a mutually agreed upon location (City Hall or
contractors office, etc.).
8. Produce minutes of Progress Meetings and provide a copy of the minutes to all parties in attendance.
9. Obtain contracts, bonds, and certificates of insurance from the contractor prior to the beginning of
construction and submit these to the owner.
10. Obtain the contractors work schedule prior to the beginning of construction.
11. Obtain signed Work in Right -of -Way Permitting from the Iowa DOT, prior to the start of construction,
related to Exhibit 14 and Exhibit 15 of the final plans.
12. Issue a Notice -to -Proceed to the contractor.
13. Contact property owners directly adjacent to the project areas prior to the start of construction to inform
them of the proposed work.
14. Observe the proper installation of traffic control.
15. Conduct daily review of traffic control condition and inform the contractor of needed maintenance.
16. Document traffic control condition on a daily basis.
17. Document the completion of utility locates in the area of construction prior to the beginning of work.
18. Mark with paint the proposed installation locations for each sign.
19. Meet with the contractor, Owner, and Craig Ritland Landscape Architect to obtain final approval for sign
installation locations.
20. Conduct storm water related site inspections (the work area is less than 1 acre, however, any erosion
from construction areas should be documented and the contractor notified to correct issues that may
arise).
21. Obtain photos of work areas prior to the start of construction to document existing conditions, existing
damage to sidewalks, and existing damage to street pavement.
22. Complete a daily working day log related to construction activity, and mail to all parties on a weekly basis.
23. Complete weekly working day reports during construction and mail to all parties on a weekly basis.
Page 11 of 20
24. Print all e-mail and letter correspondence related to the contract and keep this information in the
construction notebook.
25. Obtain concrete plant certifications for the plant(s) used to provide concrete for sign bases.
26. Obtain material certifications for concrete, steel, signs, sign posts, and materials used to manufacture the
signs and sign posts.
27. Receive and obtain approvals for shop drawings for signs and sign posts.
28. Collect delivery tickets for materials (i.e. sand, concrete, brick, steel).
29. Obtain material test results from Terracon Consultants, Inc.
30. Obtain photos during and after construction to document construction methods and the finished product.
31. Measure quantities in the field.
32. Develop pay estimates for review and approval by the contractor and the Owner.
33. Process change / extra work orders (if necessary).
34. Develop a Punch List of incomplete items and deliver to the contractor.
35. Prepare record drawings for submittal to the Owner.
36. Obtained lien waivers from material suppliers prior to the acceptance of work.
37. Develop a letter of acceptance for submittal to the City Council and the Iowa DOT upon project
completion.
38. Submit the final project construction notebook to the Owner for their records.
39. Provide project related documentation to the Iowa DOT for final project audit to obtain final
reimbursement of funds to the Owner.
Page 12 of 20
ATTACHMENT B
Specifications for Project Deliverables
1. Develop a construction notebook for organization of construction documents.
2. Produce minutes of the preconstruction conference meeting.
3. Produce minutes of progress meetings.
4. Obtain signed Work in Right -of -Way Permitting from the Iowa DOT.
5. Conduct storm water related site inspections and document inspection results.
6. Complete a daily working day log related to construction activity.
7. Complete weekly working day reports during construction.
8. Obtain concrete plant certification.
9. Obtain material certifications for concrete, steel, signs, sign posts, and materials used to manufacture the
signs and sign posts.
10. Receive and obtain approvals for shop drawings for signs and sign posts.
11. Collect delivery tickets for materials.
12. Obtain material test results.
13. Develop pay estimates for review and approval by the contractor and the City.
14. Process change/extra work orders if necessary.
15. Develop a Punch List of incomplete items.
16. Prepare record drawings for submittal to the City.
17. Develop a letter of acceptance for submittal to the City Council and the Iowa DOT upon project
completion.
18. Submit the final project construction notebook to the City.
Page 13 of 20
ATTACHMENT C (referenced from 3.1)
Fees and Payments - Specific Rate of Compensation
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 not to exceed the maximum amount
payable under this Agreement of $ 36,938.90.
The maximum amount payable will not be changed unless there is a substantial change in the
magnitude, scope, character, or complexity of the services from those covered in this Agreement. Any
change in the maximum amount payable will be by Supplemental Agreement.
The current schedule of billing rates (direct labor rate, overhead, and fixed fee) are set forth in the
following rate schedule. The Consultant may submit for approval a revised rate schedule once during
the contract period. This revision may include a revised overhead rate and revised direct labor rates.
The revised rate schedule should be submitted to the Contract Administrator for approval. Upon the
Contract Administrator's written approval and concurrence by the Iowa DOT and the FHWA (when
applicable) it shall become a part of this Agreement.
3.1.1.2 Using the Specific Rates of Compensation method, the consultant is paid at an agreed and supported
specific hourly, or daily rate, for each class of employee directly engaged in the work. Such rates of
pay included the consultant estimated costs and net fee. This method of payment should be
considered only for relatively minor items of work of indeterminable extent over which the contracting
authority maintains control of the class of employee to be used and the extent of such use. Direct non -
salary costs may be either set forth as an element of the specific rate or may be included in the contract
as independent cost items. The specific rates, so determined, should be established by the consultant
and found by the contracting authority to be reasonable and proper. The use of the Specific Rates of
Compensation method was implemented for this project as per the recommendation of the Iowa
Department of Transportation Pre -Audit Report dated February 9, 2011. The number of the Pre -Audit
Report is PA -11-02-182-9-2-1.
3.1.1.3 Reimbursable Costs. The Consultant shall be reimbursed for direct non -salary costs, which are
directly attributable and properly allocable to the work. 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 the
overhead expense pool. These costs may include travel and subsistence, reproductions, computer
charges, and materials and supplies.
Reimbursement of costs is limited to those that are allowable under the provisions of Title 48,
Subchapter E, Section 31.105 and Subpart 31.2 of the current Federal Acquisition Regulation.
3.1.1.4 Premium Overtime Pay. Not applicable.
3.1.1.5 Payments. Monthly payments for work completed shall be based on the services completed at the
time of the billing and substantiated by monthly progress reports in a form that follows the specific rate
schedule. The Contract Administrator will check such progress reports and payment will be made for
the hours completed at each rate and for direct non -salary costs incurred during said month.
Upon completion, delivery and acceptance of all work contemplated under this Agreement, the
Consultant shall submit one complete invoice statement of costs incurred and/or amounts earned.
Payment of 100% of the total cost claimed will be made upon receipt and review of such claim. The
Consultant agrees to reimburse the Owner for possible overpayment determined by final audit.
A Fee Schedule is included in this agreement in Attachment H.
Page 14 of 20
ATTACHMENT D
Certification Regarding Debarment, Suspension, and other Responsibility Matters
— Primary Covered Transactions
Instructions for Certification
By signing and submitting this proposal, the prospective primary participant is providing the certification set out
below.
1. The inability of a person to provide the certification required below will not necessarily result in denial of
participation in this covered transaction. The prospective participant shall submit an explanation of why it
cannot provide the certification set out below. The certification or explanation will be considered in connection
with the department or agency's determination whether to enter into this transaction. However, failure of the
prospective primary participant to furnish a certification or an explanation shall disqualify such person from
participation in this transaction.
2. The certification in this clause is a material representation of fact upon which reliance was placed when the
department or agency determined to enter into this transaction. If it is later determined that the prospective
primary participant knowingly rendered an erroneous certification, in addition to other remedies available to
the Federal Government, the department or agency may terminate this transaction for cause of default.
3. The prospective primary participant shall provide immediate written notice to the department or agency to
whom this proposal is submitted if at any time the prospective primary participant learns that its certification
was erroneous when submitted or has become erroneous by reason of changed circumstances.
4. The terms "covered transaction," "debarred," "suspended," "ineligible," "lower tier covered transaction,"
"participant," "person" "primary covered transaction," "principal," "proposal," and "voluntarily excluded," as
used in this clause, have the meanings set out in the definitions and coverage sections of the rules
implementing Executive Order 12549. You may contact the department or agency to which this proposal is
being submitted for assistance in obtaining a copy of those regulations.
5. The prospective primary participant agrees by submitting this proposal that should the proposed covered
transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person
who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered
transaction, unless authorized by the department or agency entering into this transaction.
6. The prospective primary participant further agrees by submitting this proposal that it will include the clause
titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion - Lower Tier
Covered Transaction," provided by the department or agency entering into this covered transaction, without
modification in all lower tier covered transactions and in all solicitations for lower tier covered transactions.
7. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier
covered transaction that it is not debarred, suspended, ineligible, or voluntarily excluded from the covered
transaction, unless it knows that the certification is erroneous. A participant may decide the method and
frequency by which it determines the eligibility of its principals. Each participant may, but is not required to,
check the Non -Procurement List.
8. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order
to render in good faith the certification required by this clause. The knowledge and information of a
participant is not required to exceed that which is normally possessed by a prudent person in the ordinary
course of business dealings.
9. Except for transactions authorized under paragraph 6 of these instructions, if a participant in a covered
transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred,
ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available
to the Federal Government, the department or agency may terminate this transaction for cause or default.
Page 15 of 20
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
I Jim D. Ellis, P.E., Owner / Project Manager of JDE Engineering, PLC, 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.
(signature)
Subscribed and sworn to this /($i-, day of , 2011 .
Page 16 of 20
ATTACHMENT E
Certification of Consultant
I hereby certify that I, Jim D. Ellis, P.E. am the Owner / Project Manager and duly authorized representative of
JDE Engineering, PLE, whose address is 500 Main Street, La Porte City, Iowa, and that neither I nor the above
firm here represented has:
(a) Employed or retained for a commission, percentage, brokerage, contingent fee, or other consideration,
any firm or person (other than a bona fide employee working solely for me or the above Consultant) to
solicit or secure this contract,
(b) Agreed, as an express or implied condition for obtaining this contract, to employ or retain the services of
any firm or person in connection with carrying out the contract, or
(c) Paid, or agreed to pay, to any firm, organization or person (other than a bona fide employee working
solely for me or the above Consultant) any fee, contribution, donation or consideration of any kind for, or
in connection with, procuring or carrying out the contract; except as here expressly stated (if any):
I acknowledge that this certificate is to be furnished to the Iowa Department of Transportation and the Federal
Highway Administration, U.S. Department of Transportation, in connection with this contract involving participation
of Federal -aid highway funds, and is subject to applicable, State and Federal laws, both criminal and civil.
(signature)
Made this/(----7'.1day of 01, 4,,° i
Page 17 of 20
ATTACHMENT F
Certification of Owner
I hereby certify that I, Emest G. Clark, am the Mayor and the duly authorized representative of the Owner, and
that the above consulting firm or its representative has not been required, directly or indirectly as an express or
implied condition in connection with obtaining or carrying out this contract to:
(a) Employ or retain, or agree to employ or retain, any firm or person, or
(b) Pay, or agree to pay, to any firm, person, or organization, any fee, contribution, donation, or consideration
of any kind; except as here expressly stated (if any):
I acknowledge that this certificate is to be furnished the Iowa DOT and the Federal Highway Administration, U.S.
Department of Transportation, in connection with this contract involving participation of Federal -aid highway
funds, and is subject to applicable State and Federal laws, both criminal and civil.
Made this
(signature)
day of
✓�,la vr,�. 2oir
Page 18 of 20
JDE Engineering, PLC
500 Main Street
La Porte City, Iowa 50651
Invoice No.
Invoice Period Covered
Consultant Job No.
ATTACHMENT G
Page 1
Specific Rate 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)
Direct Expenses
Mileage
Per Diem
CADD
Subconsultants (including authorized
contingency)
Name
Name
Name
Total
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 20
ATTACHMENT G
Page 4
Specific Rate 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.
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 specific rate 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 20
JDE Engineering, PLC
500 Main Street
La Porte City, Iowa 50651
Wayfinding Signage Project
Fee Schedule
I. Direct Labor Cost
Attachment H
Employee Classification Hours Billing Rate Amount
Project Manager 100.5 $95.00 $9,547.50
Design Engineer 0.0 $85.00 $0.00
Construction Observation Technician 171.0 $75.00 $12,825.00
Administrative Assistant 0.0 $40.00 $0.00
II. Direct Project Expenses
III. Subconsultant Costs
P1. Estimate Actual Costs (I + II+III1
V. Contingency - Prime Only
VI. Total Estimated Cost (IV + V + VQ
Quantity
Direct Labor Total = $22,372.50
Rate Amount
Copies (each) = 1,100 $0.25 $275.00
Mileage = 165 $0.60 $99.00
Rental Car (days) = 0 $100.00 $0.00
Meals (each) = 0 $12.00 $0.00
Lodging (nights) = 0 $85.00 $0.00
Total Direct Expenses = $374.00
Craig Ritland Landscape Architects (specific rate of compensation) =
Terracon Consultants, Inc. (cost plus fixed -fee) =
$6,000.00
$1,790.00
Total Subconsultants = $7,790.00
$30,536.50
$6,402.40
$36,938.90
AGREEMENT BETWEEN CLIENT AND LANDSCAPE ARCHITECT
This Agreement, effective as of March 1, 2011 is between the following parties:
CLIENT: JDE Engineering, PLC (JDE)
LANDSCAPE ARCHITECT: Craig Ritland Landscape Architects (CRLA)
for the following PROJECT: DOWNTOWN WATERLOO WAYFINDING SIGNAGE
CONSTRUCTION RELATED SERVICES
ARTICLE 1: LANDSCAPE ARCHITECT'S BASIC AND ADDITIONAL SERVICES
A. Project Understanding
1. The project scope and design intent will be guided by the Downtown Waterloo Wayfinding Master
Plan and associated construction documents prepared by CRLA with Vandewalle & Associates and
approved by the City of Waterloo.
2. The City of Waterloo is implementing a new wayfinding system composed of 15 wayfinding exhibit
signs (to be installed by a contractor based on the bid documents) and 11 DOT Guide signs (to be
fabricated by the contractor and installed by the DOT). The construction work will include associated
traffic control, footing construction, and some paving and/or sodding depending upon the location of
the installation.
3. The Landscape Architect agrees to provide its professional services in accordance with generally
accepted standards of its profession.
B. Scope of Services
1. Construction Related Services
a. Attend coordination meetings prior to and during construction.
b. Provide clarification of construction documents throughout the construction process.
c. Attend occasional site visits during construction to evaluate the progress of the work and
adherence to the project drawings and specifications. Although the Landscape Architect or
its consultant may observe and discuss potential problems, these visits are not construction
inspections or a guarantee that there will not be construction deficiencies.
d. Review required contractor submittals, such as shop drawings and samples, for
conformance with project drawings and specifications.
e. Review contractor's payment applications to determine if the amount of work represented as
complete is generally consistent with the Landscape Architect's observations during its site
visits. Landscape Architect's review shall be subject to any noted qualifications by the
Landscape Architect. Client understands that the frequency of the Landscape Architect's
site visits may limit Landscape Architect's ability to review certain payment applications.
Landscape Architect's review shall not be a representation that Landscape Architect has
supervised the work, or that Landscape Architect has reviewed how or for what purpose
contractor has used or intends to use Owner's payments.
f. Assist Client in punch list inspection of the sites upon completion of the work to assure
satisfactory compliance with construction documents.
C. Services Not Included
1. Office or Site Visits: The proposed scope of services includes a maximum of two site visits to each
exhibit location and does not include daily observations of work performed. Services and
reimbursable expenses for any additional site or office visits will be billed as extra services.
D. Extra Services
1. Landscape Architect will identify services not included in their proposed scope of work if they are
requested. Landscape Architect will advise Client of the impact on their work, and propose an
increase to the fee amount before any work is undertaken that is outside their scope of services.
2. Extra services will be provided on an hourly basis at the billing rates listed below or the current
hourly rates prevailing when services are rendered.
3. Reimbursable expenses associated with extra services will be billed at Landscape Architect's direct
cost.
ARTICLE 2: COMPENSATION AND PAYMENTS
A. Client agrees to pay Landscape Architect as follows:
Based on the complexity of the project and the amount of services anticipated, Craig Ritland Landscape
Architects (herein referred to as Landscape Architect) will provide the services described in Article 1, and
in accordance with the conditions outlined in this contract, for an hourly rate of $85.00 not to exceed
$6,000.00.
1. Billing for services will be submitted by the Landscape Architect monthly as the work progresses.
2. Invoices shall be submitted by the Client to the Owner (City of Waterloo) each month. Client shall
pay Landscape Architect within 10 days of payment to Client by the Owner, which payment shall
be a condition precedent for payment under this Agreement.
ARTICLE 3: DISPUTE RESOLUTION
A. Landscape Architect and Client agree to mediate claims or disputes arising out of or relating to this
Agreement before initiating litigation. The mediation shall be conducted by a mediation service
acceptable to the parties. A party shall make a demand for mediation within a reasonable time after a
claim or dispute arises, and the parties agree to mediate in good faith. In no event shall any demand for
mediation be made after such claim or dispute would be barred by applicable law. Mediation fees shall
be shared equally.
ARTICLE 4: USE AND OWNERSHIP OF LANDSCAPE ARCHITECT'S DOCUMENTS
A. All instruments of professional service prepared by Landscape Architect, including but not limited to,
drawings and specifications, are the property of Landscape Architect. These documents shall not be
reused on other projects without Landscape Architect's written permission. Landscape Architect retains
all rights, including copyrights, in its documents. Client or others cannot use Landscape Architect's
documents to complete this Project with others unless Landscape Architect is found to have materially
breached this Agreement.
ARTICLE 5: MISCELLANEOUS PROVISIONS
A. This Agreement is governed by the law of Client's principal place of business.
B. This Agreement is the entire and integrated agreement between Landscape Architect and Client and
supersedes all prior negotiations, statements or agreements, either written or oral. The parties may
amend this Agreement only by a written instrument signed by both Client and Landscape Architect.
C. In the event that any term or provision of this Agreement is found to be unenforceable or invalid for any
reason, the remainder of this Agreement shall continue in full force and effect, and the parties agree that
any unenforceable or invalid term or provision shall be amended to the minimum extent required to make
such term or provision enforceable and valid.
D. Neither Client nor Landscape Architect shall assign this Agreement without the written consent of the
other.
E. Irrespective of any other term in this Agreement, Landscape Architect shall not control or be responsible
for construction means, methods, techniques, schedules, sequences or procedures; or for construction
safety or any other related programs; or for another parties' errors or omissions or for another parties'
failure to complete their work or services in accordance with Landscape Architect's documents.
F. Should any legal proceeding be commenced between the parties to this Agreement seeking to enforce
any of its provisions, including, but not limited to, fee provisions, the prevailing party in such proceeding
shall be entitled, in addition to such other relief as may be granted, to a reasonable sum for attorneys'
and expert witnesses' fees, which shall be determined by the court or forum in such a proceeding or in a
separate action brought for that purpose. For purposes of this provision, "prevailing party" shall include a
party that dismisses an action for recovery hereunder in exchange for payment of the sum allegedly due,
performance of covenants allegedly breached, or consideration substantially equal to the relief sought in
the action or proceeding.
G. Nothing in this Agreement shall create a contractual relationship for the benefit of any third party.
LANDSCAPE ARCHITECT
Signature Dated January 5, 2011
License/Certificate No. IOWA 095
Renewal Date: June 30, 2011
CLIENT
WLL-_
Title ter- r ?rc,'
Dated 3/t ,///
March 1, 2011
JDE Engineering
500 Main
La Porte City, IA 50654
Attn: Mr. Jim Ellis, P.E.
Telephone: (319) 464-7913
E-mail: jdeeng@netins.net
Re: Proposal for Construction Monitoring Services
Proposed Way Findings
Waterloo, Iowa
Terracon Proposal No. CF11061
Dear Mr. Ellis:
Terracon Consultants, Inc. (Terracon) appreciates the opportunity to provide services for this
project, and submit this proposal to provide construction monitoring services. The following
proposal presents our scope of services and cost plus fixed fee estimate for this project.
A. SCOPE OF SERVICES
Based on our discussions on December 27, 2010, we understand that our scope of services will
consist of field and laboratory testing of Portland cement concrete during installation of sign
foundations.
B. COMPENSATION
A summary of the cost analyses is tabulated in Schedule A, which is attached. We understand
that a cost plus fixed fee format will be utilized for this contract. We prefer to submit invoices bi-
weekly for construction services, however, monthly invoices can be provided, if requested.
Invoices will be submitted to Mr. Jim Ellis, P.F. of Jt)E Engineering unless we are notified
otherwise.
C. AUTHORIZATION
The attached Supplement to Agreement for Services is considered a part of our contract for
services and will be incorporated by reference into our agreement. To execute this agreement,
please sign and return one copy of this contract to our office at the below address.
Terracon Consultants, Inc. 6612 Chancellor Drive, Ste. 102 Cedar Falls, lowa 50613
P (3191 277 4016 F 319 277 4320 terracon.corrr
Proposal for Construction Monitoring Services
Proposed Way Findings Waterloo, Iowa
March 1, 2011 Terracon No. CF11061
We appreciate this opportunity to provide you with these construction observation and
engineering consultation services. If you have any questions or concerns regarding this
proposal, please do not hesitate to contact us.
Sincerely,
Terracon Consultants, Inc.
Rick Loc
Office Manager
•
Attachment: Schedule A — Cost Plus Fixed Fee Estimate
Distribution: 2 -Client
1 -File
(.( ,)(��CC( ./ jr
Wade Hammersley
Project Manager
i h, G?'L.
i-� '11.1ir1' 1i
Proposed Way Findings
Waterloo, Iowa
Proposal No. CF11061
March 1, 2011
SCHEDULE A
I. Direct Labor Costs:
CATEGORY
Technician 1
Technician 11
Technician IV
Driller
CAD Drafter
Administration / Secretary
Field Engineer
Project Engineer
Senior Project Manager
Senior Principal Engineer
11. Payroll Burden & Overhead Costs
@ 198.87% (3 -year average - Rounded)
Illa. Direct Project Expense
CATEGORY
Cylinder Molds
Mileage
IIIb. Direct Third -Party Expense
Crop Damage
Meals and Accommodations (per diem)
Consumable & Misc. Supplies
Other Third -Party Expenses
IV. Estimated Costs (I+11 Illa+Illb)
V. Fixed t=ee (12% of I+111 -111a, Rounded)
VI. Tonal Cost plus Fee (IV + V)
VII. Contingency (10% of IV, Rounded)
VIII. Total with Contingency
HOURS RATE/HR. AMOUNT
11.92
16 15.01 240
22.99
20.21
16.55
3 16.63 50
21.67
25.97
3 34.84 105
1 50.00 50
Subtotal (Rounded) $450
$890
UNITS UNIT RATE AMOUNT
25 0.75 19
200 0.50 100
Subtotal (Rounded) $120
100.00
Subtotal (Rounded) $0
$1,460
$180
$1,640
$150
$1,790
lierracan
AGREEMENT FOR SERVICES
Reference Number: CF1 1061
This AGREEMENT is between JDE Engineering ("Client") and Terracon Consultants, Inc. ("Consultant") for Services to be provided by Consultant for
Client on the Proposed Way Findings project (Project), as described in the Protect Information section of Consultant's Proposal dated 3/1/2011 ("Proposal")
unless the Project is otherwise described in Exhibit A to this Agreement (which section or Exhibit is incorporated into this Agreement).
1. Scope of Services. The scope of Consultant's services is described in the Scope of Services section of the Proposal ("Services"), unless Services
are otherwise described In Exhibit B to this Agreement (which section or exhibit is incorporated Into this Agreement). Portions of the Services may be
subcontracted. Consultant's Services do not include the investigation or detection of, nor do recommendations in Consultant's reports address
the presence or prevention of biological pollutants (e.g., mold, fungi, bacteria, viruses, or their byproducts) or occupant safety issues, such as
vulnerability to natural disasters, terrorism, or violence. If Services include purchase of software, Client will execute a separate software license
agreement. Consultant's findings, opinions, and recommendations are based solely upon data and information obtained by and furnished to Consultant
at the time of the Services.
2. Acceptance/ Termination. Client agrees that execution of this Agreement is a material element of the consideration Consultant requires to
execute the Services, and if Services are initiated by Consultant prior to execution of this Agreement as an accommodation for Client at Client's
request, both parties shall consider that commencement of Services constitutes formal acceptance of all terms and conditions of this Agreement.
Additional terms and conditions may be added or changed only by written amendment to this Agreement signed by both parties. In the event Client
uses a purchase order or other form to administer this Agreement, the use of such form shall be for convenience purposes only and any additional or
conflicting terms it contains are stricken. This Agreement shall not be assigned by either party without prior written consent of the other party. Either
party may terminate this Agreement or the Services upon written notice to the other. In such case, Consultant shall be paid costs incurred and fees
earned to the date of termination plus reasonable costs of closing the project.
3. Change Orders. Client may request changes to the scope of Services by altering or adding to the Services to be performed. If Client so requests,
Consultant will return to Client a statement (or supplemental proposal) of the change setting forth an adjustment to the Services and fees for the
requested changes. Following Client's review, Client shall provide written acceptance. If Client does not follow these procedures, but instead directs,
authorizes, or permits Consultant to perform changed or additional work, the Services are changed accordingly and Consultant will be paid for this work
according to the fees stated or its current fee schedule. If project conditions change materially from those observed at the site or described to
Consultant at the time of proposal, Consultant is entitled to a change order equitably adjusting its Services and fee.
4. Compensation and Terms of Payment. Client shall pay compensation for the Services performed at the fees stated in the Compensation
section of the Proposal unless fees are otherwise stated in Exhibit C to this Agreement (which section or Exhibit is ircorporated into this Agreement). If
not stated In either, fees will be according to Consultant's current fee schedule. Fee schedules are valid for the calendar year in which they are issued.
Consultant may Invoice Client al least monthly and payment Is due upon receipt of invoice. Client shall notify Consultant in writing, at the address
below, within 15 days of the date of the invoice if Client objects to any portion of the charges on the invoice, and shall promptly pay the undisputed
portion. Client shall pay a finance fee 011.5% per month, but not exceeding the maximum rate allowed by law, for all unpaid amounts 30 days or older.
Client agrees to pay all collection -related costs that Consultant incurs, including attorney fees. Consultant may suspend Services for lack of timely
payment. It is Iho responsibility of Client to determine whether federal, state, or local prevailing wage requirements apply and to notify Consultant if
prevailing wages apply. If it Is later determined that prevailing wages apply, and Consultant was not previously notified by Client, Client agrees to pay
the prevailing wage from that point forward, as well as a retroactive payment adjustment to bring previously paid amounts in line with prevailing wages.
Client also agrees to defend, Indemnify, and hold harmless Consultant from any alleged violations made by any governmental agency regulating
prevailing wage activity for failing to pay prevailing wages, including the payment of any fines or penalties.
5. Third Party Reliance. This Agreement and the Services provided are for Consultant and Client's sole benefit and exclusive use with no third party
beneficiaries intended. Reliance upon the Services and any work product is limited to Client, and is not intended for third parties. For a limited time
period not to exceed three months from the date of the report, Consultant will issue additional reports to others agreed upon with Client, however Client
understands that such reliance will not bo granted until those parties sign and return Consultant's reliance agreement and Consultant receives the
agreed-upon reliance fee.
6. LIMITATION OF LIABILITY. CLIENT AND CONSULTANT HAVE EVALUATED THE RISKS AND REWARDS ASSOCIATED WITH THIS
PROJECT, INCLUDING CONSULTANT'S FEE RELATIVE TO THE RISKS ASSUMED, AND AGREE TO ALLOCATE CERTAIN OF THE
ASSOCIATED RISKS. TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF CONSULTANT (AND ITS
RELATED CORPORATIONS AND EMPLOYEES) TO CLIENT AND THIRD PARTIES GRANTED RELIANCE IS LIMITED TO
THE GREATER OF $25,000 OR CONSULTANT'S FEE, FOR ANY AND ALL INJURIES, DAMAGES, CLAIMS, LOSSES, OR EXPENSES
(INCLUDING ATTORNEY AND EXPERT FEES) ARISING OUT OF CONSULTANT'S SERVICES OR THIS AGREEMENT, UPON WRITTEN
REQUEST FROM CLIENT, CONSULTANT MAY NEGOTIATE A HIGHER LIMITATION FOR ADDITIONAL CONSIDERATION. THIS LIMITATION
SHALL APPLY REGARDLESS OF AVAILABLE INSURANCE COVERAGE, CAUSE(S) OR THE THEORY OF LIABILITY, INCLUDING
NEGLIGENCE:, INDEMNITY, OR OTHER RECOVERY. TIIIS I IMITATION SIIAI_I- NOT APPLY TO PIE EXTENT THE DAMAGE. IS PAID UNDER
CONSULTANT'S COMMERCIAL GENERAL HABIL! EY POLICY.
i. hrrlunruity/Statufo of Linritations. Consultant and Client shall indemnify and hold harmless the other and their respective employees from and
against legal liability for claims, losses, damages, and expenses to the extent such claims, losses, damages, or expenses are legally determined to be
caused by their negligent acts, errors, of omissions. In the event such claims, losses, damages, or expenses are legally determined to be caused by the
joint or concurrent negligence of Consultant and Client, they shall be borne by each party In proportion to its own negligence under comparative fault
principles. Neither party shall have a duty to defend the other party, and no duty to defend is hereby created by this indemnity provision and such duty
is explicitly viaived under this Agreement. Causes of action arising out of Consultant's services or this Agreement regardless of cause(s) or the theory
of liability, including negligence, indemnity or other recovery shall be deemed to have accrued ancl the applicable statute of limitations shall commence
to run not later than the date of Consultant's substantial completion of services on the project
it.
Warranty. Consultant will perform the Services In a ntanrrer consistent with that level of care and skill ordinarily exercised by members of the
profession currently practicing tinder similar conditions In the same locale. CONSULTANT MAKES NO WARRANTIES OR GUARANTEES, EXPRESS
OR IMPLIED, RELATING TO CONSULTANT'S SERVICES AND CONSULTANT DISCLAIMS ANY IMPLIED WARRANTIES OR WARRANTIES
IMPOSED BY I AW, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
!4. Insurance. Consultant represents that it now carries, arid will continue to carry: (i) workers' compensation insurance in accordance with the laws of
the states having jurisdiction over Consultant's employees who are engaged In the Services, and employer's liability insurance ($1,000,000): (ii)
Page 1 of 2 Rev. 8-10
lrerracun
commercial general liability Insurance ($1,000,000 occ / $2,000,000 agg); (ill) automobile liability insurance ($1,000,000 B.I. and P.D. combined single
limit); and (iv) professional liability insurance ($1,000,000 claim / agg). Certificates of insurance will be provided upon request. Client and Consultant
shall waive subrogation against the other party on all general liability and property coverage.
10. CONSEQUENTIAL DAMAGES. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR LOSS OF PROFITS OR REVENUE; LOSS OF
USE OR OPPORTUNITY; LOSS OF GOOD WILL; COST OF SUBSTITUTE FACILITIES, GOODS, OR SERVICES; COST OF CAPITAL; OR FOR
ANY SPECIAL, CONSEQUENTIAL, INDIRECT, PUNITIVE, OR EXEMPLARY DAMAGES.
11. Dispute Resolution. Client shall not be entitled to assert a Claim against Consultant based on any theory of professional negligence unless and
until Client has obtained the written opinion from a registered, independent, and reputable engineer, architect, or geologist that Consultant has violated
the standard of care applicable to Consultant's performance of the Services. Client shall provide this opinion to Consultant and the parties shall
endeavor to resolve the dispute within 30 days, after which Client may pursue Its remedies at law. This Agreement shall be governed by and construed
according to Kansas law.
12. Subsurface Explorations. Subsurface conditions throughout the site may vary from those depicted on logs of discrete borings, test pits, or other
exploratory services. Client understands Consultant's layout of boring and test locations is approximate and that Consultant may deviate a reasonable
distance from those locations. Consultant will take reasonable precautions to reduce damage to the site when performing Services; however, Client
accepts that invasive services such as drilling or sampling may damage or alter the site. Site restoration is not provided unless specifically included In
the Services.
13. Testing and Observations. Client understands that testing and observation are discrete sampling procedures, and that such procedures Indicate
conditions only at the depths, locations, and times the procedures were performed. Consultant will provide test results and opinions based on tests and
field observations only for the work tested. Client understands that testing and observation are not continuous or exhaustive, and are conducted to
reduce - not eliminate - project risk. Client agrees to the level or amount of testing performed and the associated risk. Client Is responsible (even if
delegated to contractor) for requesting services, and notifying and scheduling Consultant so Consultant can perform these Services. Consultant is not
responsible for damages caused by services not performed due to a failure to request or schedule Consultant's services. Consultant shall not be
responsible for the quality and completeness of Client's contractor's work or their adherence to the project documents, and Consultant's performance of
testing and observation services shall not relieve Client's contractor in any way from Its responsibility for defects discovered In Its work, or create a
warranty or guarantee. Consultant will not supervise or direct the work performed by Client's contractor or its subcontractors and is not responsible for
their means and methods.
14. Sample Disposition, Affected Materials, and Indemnity. Samples are consumed In testing or disposed of upon completion of tests (unless
stated otherwise in the Services). Client shall furnish or cause to be furnished to Consultant all documents and information known or available to Client
that relate to the identity, location, quantity, nature, or characteristic of any hazardous waste, toxic, radioactive, or contaminated materials ("Affected
Materials") al or near the site, and shall immediately transmit new, updated, or revised information as it becomes available. Client agrees that
Consultant is not responsible for the disposition of Affected Material unless specifically provided in the Services, and that Client is responsible for
directing such disposition. In the event that test samples obtained during the performance of Services (1) contain substances hazardous to health,
safety, or the environment, or (11) equipment used during the Services cannot reasonably be decontaminated, Client shall sign documentation (If
necessary) required to ensure the equipment and/or samples are transported and disposed of properly, and agrees to pay Consultant the fair market
value of this equipment and reasonable disposal costs. In no event shall Consultant be required to sign a hazardous waste manifest or take title to any
Affected Materials. Client shall have the obligation to make all spill or release notifications to appropriate governmental agencies. The Client agrees that
Consullanl neither created nor contributed to the creation or existence of any Affected Materials conditions at the site. Accordingly, Client waives any claim
against Consultant and agrees to indemnify and save Consultant, its ageits, employees, and related tympanies harmless from any claim, liability or defense
cost, including attorney and expert fees, for injury or loss sustained by any party from such exposures allegedly arising out of Consultant's non -negligent
performance of services hereunder, or for any claims against Consultant as a generator, disposer, or arranger of Affected Materials under federal, state, or
local law or ordinance.
15. Ownership of Documents. Work product, such as reports, logs, data, notes, or calculations, prepared by Consultant shall remain Consultant's
properly. Proprietary concepts, systems, and ideas developed during performance of the Services shall remain the sole properly of Consultant. Files
shall bo maintained in general accordance with Consultant's document retention policies and practices.
16, Utilities. Client shall provide the location and/or arrange for the marking of private utilities and subterranean structures. Consultant shall take
reasonable precautions to avoid damage or injury to subterranean structures or utilities, Consultant shall not be responsible for damage to
subterranean structures or utilities that are not called to Consultant's attention, are not correctly marked. including by a utility locate service, or are
incorrectly shown on the plans furnished to Consultant,
17. Site Access and Safety. Client shall secure all necessary site related approvals, permits, licenses, and consents necessary to commence and
complete the Services and will execute any necessary sito access agreement. Consultant will be responsible for surervision and site safety ineasures
for its own employees, but shall not be responsible for the supervision or health and safety precautions for any other parties, including Client, Client's
contractors, subcontractors, or other parties present at the site.
Consultant: -'F'orracon Consuttarjts, hrc, Client: JDE Engineering
Iiy /_ late: 3/1/2011 By:D
Name/Fillo: Ricl ouichart / Office Manager Name/ We: LL—i„ E I (-s
/\ddress: 6012 Chancellor Drive, Saito 102 Address: 500 Main
Cedar Falls, Iowa 50613 La Porte City, IA 50654
('hone: 319.277.4016 Fax: 319.277.4320 Pliono: 319.464.7913 Fax:
Date: / ////
Reference Number: ('I.1 1(16 1
Page 2 of 2 Rev. 8.10
Iowa DOT Project No. STP -U-8155(719)-70-07
Owner Project No. 783
Professional Services Agreement
for Construction -Related Services
for the Installation of Wayfinding Signage
within Downtown Waterloo, Iowa
This is an AGREEMENT, made as of the C- day ofk
BETWEEN the City of Waterloo, Iowa, identified as the Owner;
City of Waterloo
715 Mulberry Street
Waterloo, Iowa 50703
Phone: 319-291-4312
and the Consultant ;
JDE Engineering, PLC
500 Main Street
La Porte City, Iowa 50651
Phone: 319-464-7913
for the following Project:
in the year 2011; by and
The Owner has decided to improve Wayfinding Signage within Downtown Waterloo, Iowa in accordance with the
current Statewide Transportation Improvement Program. It has been determined that the Owner shall proceed
with the construction of 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 Construction -Related Services in connection with the
construction of 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 20
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 Consultants 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 20
ARTICLE 1 INITIAL INFORMATION
1.1
This Agreement is based on the following information and assumptions.
Project Parameters
The objective or use is:
None
1.2 Financial Parameters
1.2.1 The financial parameters are;
Amount of the Owner's budget for the Consultant's compensation is:
$36,938.90
1.2.2 Amount of the Consultant's budget for the subconsultants' compensation is:
$7,790
1.3 Project Team
1.3.1 The Owner's Designated Representative identified as the Contract Administrator is:
Eric Thorson, City Engineer, City of Waterloo Engineering Department, or Authorized Representative
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:
Jim D. Ellis, P.E., JDE Engineering, PLC
1.3.3 The subconsultants retained at the Consultant's expense are:
Craig Ritland Landscape Architects & Terracon Consultants, Inc.
1.4 Time Parameters
1.4.1 Date to Proceed: Consultant is to begin work under this Agreement upon receipt of a written notice to
proceed from the Owner.
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
outlined in Attachment B. In addition, applicable sections of the U.S. Department of Transportation
Federal Aid Policy Guide (FAPG) shall be used as a guide in preparation of plans, specifications and
estimates.
2.1.3 Other documents as follows:
.1 Fees and Payments — Attachment C
.2 Certification Regarding Debarment, Suspension, and Other Responsibility Matters - Attachment D
.3 Certification of Consultant - Attachment E
.4 Certification of Owner - Attachment F
.5 Sample Invoice Form - Attachment G
.6 Consultant Fee Proposal - Attachment H
.7 Subconsultant Agreement - Craig Ritland Landscape Architects - Attachment I
Page 3 of 20
.8 Subconsultant Agreement - Terracon Consultants, Inc. - Attachment J
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 Specific Rates of 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.
3.2.2 Using the Specific Rates of Compensation method, the consultant is paid at an agreed and supported
specific hourly, or daily rate, for each class of employee directly engaged in the work. Such rates of
pay included the consultant estimated costs and net fee. This method of payment should be
considered only for relatively minor items of work of indeterminable extent over which the contracting
authority maintains control of the class of employee to be used and the extent of such use. Direct non -
salary costs may be either set forth as an element of the specific rate or may be included in the contract
as independent cost items. The specific rates, so determined, should be established by the consultant
and found by the contracting authority to be reasonable and proper. The use of the Specific Rates of
Compensation method was implemented for this project as per the recommendation of the Iowa
Department of Transportation Pre -Audit Report dated February 9, 2011. The number of the Pre -Audit
Report is PA -11-02-182-9-2-1.
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 20
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 furnish sufficient prints of plans or
other data in such detail as may be required, for the purposes of review of details and for plan -in -hand
and field check inspections.
4.6 Termination of Agreement
4.6.1 In the event of the death of any member or partner of the Consultant's firm, the surviving members
shall complete the work, unless otherwise mutually agreed upon by the Owner and the survivors.
4.6.2 The right is reserved by the Owner to terminate this Agreement at any time upon not less than thirty
(30) days' written notice to the Consultant.
Page 5 of 20
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 20
410.1 The Consultant shall defend, indemnify and save harmless the Owner, the Iowa Department of
Transportation, the State of Iowa, its agencies, agents, employees and assignees and the Federal
Government from all claims and liabilities due to design error, omission or negligent act of the
Consultant, its members, agents, stockholders, or employees in connection with performance of this
Agreement.
4.11 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
4.16.1.1.1The Consultant will comply with the regulations of the U.S. Department of Transportation, relative to
nondiscrimination in federally assisted programs of the U.S. Department of Transportation (Title 49,
Code of Federal Regulations, Part 21, hereinafter referred to as the "Regulations"), which are herein
incorporated by reference and made a part of this Agreement.
4.16.1.2 Nondiscrimination
4.16.1.2.1The Consultant, with regard to the work performed by it, will not discriminate on the grounds of race,
religion, age, physical disability, color, sex, or national origin in the selection and retention of
subconsultants, including procurement of materials and leases of equipment. The Consultant will not
participate, either directly or indirectly, in the discrimination prohibited by Section 21.5 of the
Regulations, including employment practices when the Agreement covers a program set forth in the
Regulations.
4.16.1.3 Solicitation for Subconsultants, Including Procurement of Materials and Equipment
Page 7 of 20
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 lowa 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
4.16.1.5.1The Consultant will provide all information and reports required by the regulations, orders, and
instructions issued pursuant thereto, and will permit access to its books, records, accounts, other
sources of information, and its facilities as may be determined by the Owner, the Iowa DOT, or the
FHWA, to be pertinent to ascertain compliance with regulations, orders, and instructions. Where any
information required of a Consultant is in the exclusive possession of another who fails or refuses to
furnish this information, the Consultant shall so certify to the Owner, the lowa DOT, or the FHWA, as
appropriate, and shall set forth what efforts it has made to obtain the information.
4.16.1.6 Sanctions for Noncompliance
4.16.1.6.1In 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
4.16.1.7.1The Consultant will include the provisions of Article 4.16.1.1 through 4.16.1.6 of this Agreement in
every sub -agreement, 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 sub -agreement or procurement as the Owner, Iowa DOT, or FHWA may direct as a
means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in
the event a Consultant becomes involved in, or is threatened with, litigation with a subconsultant or
supplier as a result of such direction, the Consultant may request the Owner, the Iowa DOT, or the
Untied States to enter into such litigation to protect the interests of the Owner, the Iowa DOT, and the
Unites States, respectively.
Page 8 of 20
4.17 Access To Records
4.17.1 The Consultant is to maintain all books, documents, papers, accounting records and other evidence
pertaining to this Agreement and to make such materials available at their respective offices at all
reasonable times during the agreement period, and for three years from the date of final payment under
the Agreement, for inspection and audit by the Owner, Iowa DOT, FHWA, or any authorized
representatives of the Federal Government; and copies thereof shall be furnished, if requested.
4.18 Iowa DOT and Federal Highway Administration Participation
4.18.1 The work under this Agreement shall be contingent upon and subject to the approval of the Iowa DOT
and the Federal Highway Administration (if applicable). The Iowa DOT and the Federal Highway
Administration shall have the right to participate in the conferences between the Consultant and the
Owner and to participate in the review or examination of the work in progress.
4.19 Severability
If any section, provision or part of this Agreement shall be adjudged invalid or unconstitutional, such
adjudication shall not affect the validity of the Agreement as a whole or any section, provision, or part
thereof not adjudged invalid or unconstitutional.
4.20 Choice of Law and Form
The laws of the State of Iowa shall govern and determine all matters arising out of or in connection with
this agreement without regard to the choice of law provisions of Iowa law. In the event any proceeding
of a quasi-judicial or judicial nature is commenced in connection with this agreement, the exclusive
jurisdiction for the proceeding shall be brought in the Black Hawk County District Court for the State of
Iowa, Waterloo, Iowa. This provision shall not be construed as waiving any immunity to suit or liability
including without limitation sovereign immunity in State or Federal court, which may be available to the
Owner.
Page 9 of 20
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.
JDE Engineering, PLC
Jim D. Ellis, P.E.
Owner / Protect Manager
City ojWaterloo
Emest G. Clark
Mayor
d".4.11
Iowa Department of Transportation
Accepted for FHWA Authorization*
Date:
Date:
By: Date:
Robert Welper, P.E.
Local Systems Engineer
District 2
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 20
ATTACHMENT A
Scope of Services
1. Assist in development of tax exemption certificates. These certificates would be delivered to the
contractor. Certificates would be developed by the Waterloo City Clerk's Office, with assistance from JDE
Engineering, and delivered to the contractor prior to the beginning of construction.
2. Develop a construction notebook for organization of construction documents.
3. Maintain bid tabulation and bid summary information following bid opening.
4. Develop a preconstruction conference agenda and sign -in sheet.
5. Conduct the Preconstruction Conference.
6. Produce minutes of the Preconstruction Conference meeting and provide a copy of the minutes to all
parties in attendance.
7. Conduct progress meetings every 2 weeks during the construction phase of the project. These meetings
could be conducted on-site during construction, or at a mutually agreed upon location (City Hall or
contractors office, etc.).
8. Produce minutes of Progress Meetings and provide a copy of the minutes to all parties in attendance.
9. Obtain contracts, bonds, and certificates of insurance from the contractor prior to the beginning of
construction and submit these to the owner.
10. Obtain the contractors work schedule prior to the beginning of construction.
11. Obtain signed Work in Right -of -Way Permitting from the Iowa DOT, prior to the start of construction,
related to Exhibit 14 and Exhibit 15 of the final plans.
12. Issue a Notice -to -Proceed to the contractor.
13. Contact property owners directly adjacent to the project areas prior to the start of construction to inforrn
them of the proposed work.
14. Observe the proper installation of traffic control.
15. Conduct daily review of traffic control condition and inforrn the contractor of needed maintenance.
16. Document traffic control condition on a daily basis.
17. Document the completion of utility locates in the area of construction prior to the beginning of work.
18. Mark with paint the proposed installation locations for each sign.
19. Meet with the contractor, Owner, and Craig Ritland Landscape Architect to obtain final approval for sign
installation locations.
20. Conduct storm water related site inspections (the work area is less than 1 acre, however, any erosion
from construction areas should be documented and the contractor notified to correct issues that may
arise).
21. Obtain photos of work areas prior to the start of construction to document existing conditions, existing
damage to sidewalks, and existing damage to street pavement.
22. Complete a daily working day log related to construction activity, and mail to all parties on a weekly basis.
23. Complete weekly working day reports during construction and mail to all parties on a weekly basis.
Page 11 of 20
24. Print all e-mail and letter correspondence related to the contract and keep this information in the
construction notebook.
25. Obtain concrete plant certifications for the plant(s) used to provide concrete for sign bases.
26. Obtain material certifications for concrete, steel, signs, sign posts, and materials used to manufacture the
signs and sign posts.
27. Receive and obtain approvals for shop drawings for signs and sign posts.
28. Collect delivery tickets for materials (i.e. sand, concrete, brick, steel).
29. Obtain material test results from Terracon Consultants, Inc.
30. Obtain photos during and after construction to document construction methods and the finished product.
31. Measure quantities in the field.
32. Develop pay estimates for review and approval by the contractor and the Owner.
33. Process change ! extra work orders (if necessary).
34. Develop a Punch List of incomplete items and deliver to the contractor.
35. Prepare record drawings for submittal to the Owner.
36. Obtained lien waivers from material suppliers prior to the acceptance of work.
37. Develop a letter of acceptance for submittal to the City Council and the Iowa DOT upon project
completion.
38. Submit the final project construction notebook to the Owner for their records.
39. Provide project related documentation to the Iowa DOT for final project audit to obtain final
reimbursement of funds to the Owner.
Page 12 of 20
ATTACHMENT B
Specifications for Project Deliverables
1. Develop a construction notebook for organization of construction documents.
2. Produce minutes of the preconstruction conference meeting.
3. Produce minutes of progress meetings.
4. Obtain signed Work in Right -of -Way Permitting from the Iowa DOT.
5. Conduct storm water related site inspections and document inspection results.
6. Complete a daily working day log related to construction activity.
7. Complete weekly working day reports during construction.
8. Obtain concrete plant certification.
9. Obtain material certifications for concrete, steel, signs, sign posts, and materials used to manufacture the
signs and sign posts.
10. Receive and obtain approvals for shop drawings for signs and sign posts.
11. Collect delivery tickets for materials.
12. Obtain material test results.
13. Develop pay estimates for review and approval by the contractor and the City.
14. Process change/extra work orders if necessary.
15. Develop a Punch List of incomplete items.
16. Prepare record drawings for submittal to the City.
17. Develop a letter of acceptance for submittal to the City Council and the Iowa DOT upon project
completion.
18. Submit the final project construction notebook to the City.
Page 13 of 20
ATTACHMENT C (referenced from 3.1)
Fees and Payments - Specific Rate of Compensation
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 not to exceed the maximum amount
payable under this Agreement of $ 36.938.90.
The maximum amount payable will not be changed unless there is a substantial change in the
magnitude, scope, character, or complexity of the services from those covered in this Agreement. Any
change in the maximum amount payable will be by Supplemental Agreement.
The current schedule of billing rates (direct labor rate, overhead, and fixed fee) are set forth in the
following rate schedule. The Consultant may submit for approval a revised rate schedule once during
the contract period. This revision may include a revised overhead rate and revised direct labor rates.
The revised rate schedule should be submitted to the Contract Administrator for approval. Upon the
Contract Administrator's written approval and concurrence by the Iowa DOT and the FHWA (when
applicable) it shall become a part of this Agreement.
3.1.1.2 Using the Specific Rates of Compensation method, the consultant is paid at an agreed and supported
specific hourly, or daily rate, for each class of employee directly engaged in the work. Such rates of
pay included the consultant estimated costs and net fee. This method of payment should be
considered only for relatively minor items of work of indeterminable extent over which the contracting
authority maintains control of the class of employee to be used and the extent of such use. Direct non -
salary costs may be either set forth as an element of the specific rate or may be included in the contract
as independent cost items. The specific rates, so determined, should be established by the consultant
and found by the contracting authority to be reasonable and proper. The use of the Specific Rates of
Compensation method was implemented for this project as per the recommendation of the Iowa
Department of Transportation Pre -Audit Report dated February 9, 2011. The number of the Pre -Audit
Report is PA -11-02-182-9-2-1.
3.1.1.3 Reimbursable Costs. The Consultant shall be reimbursed for direct non -salary costs, which are
directly attributable and properly allocable to the work. 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 the
overhead expense pool. These costs may include travel and subsistence, reproductions, computer
charges, and materials and supplies.
Reimbursement of costs is limited to those that are allowable under the provisions of Title 48,
Subchapter E, Section 31.105 and Subpart 31.2 of the current Federal Acquisition Regulation.
3.1.1.4 Premium Overtime Pay. Not applicable.
3.1.1.5 Payments. Monthly payments for work completed shall be based on the services completed at the
time of the billing and substantiated by monthly progress reports in a form that follows the specific rate
schedule. The Contract Administrator will check such progress reports and payment will be made for
the hours completed at each rate and for direct non -salary costs incurred during said month.
Upon completion, delivery and acceptance of all work contemplated under this Agreement, the
Consultant shall submit one complete invoice statement of costs incurred and/or amounts earned.
Payment of 100% of the total cost claimed will be made upon receipt and review of such claim. The
Consultant agrees to reimburse the Owner for possible overpayment determined by final audit.
A Fee Schedule is included in this agreement in Attachment H.
Page 14 of 20
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
participafion in this covered transaction. The prospective participant shall submit an explanation of why it
cannot provide the certification set out below. The certification or explanation will be considered in connection
with the department or agency's determination whether to enter into this transaction. However, failure of the
prospective primary participant to furnish a certification or an explanation shall disqualify such person from
participation in this transaction.
2. The certification in this clause is a material representation of fact upon which reliance was placed when the
department or agency determined to enter into this transaction. If it is later determined that the prospective
primary participant knowingly rendered an erroneous certification, in addition to other remedies available to
the Federal Government, the department or agency may terminate this transaction for cause of default.
3. The prospective primary participant shall provide immediate written notice to the department or agency to
whom this proposal is submitted if at any time the prospective primary participant learns that its certification
was erroneous when submitted or has become erroneous by reason of changed circumstances.
4. The terms "covered transaction," "debarred," "suspended," "ineligible," "lower tier covered transaction,"
"participant," "person" "primary covered transaction," "principal," "proposal," and "voluntarily excluded," as
used in this clause, have the meanings set out in the definitions and coverage sections of the rules
implementing Executive Order 12549. You may contact the department or agency to which this proposal is
being submitted for assistance in obtaining a copy of those regulations.
5. The prospective primary participant agrees by submitting this proposal that should the proposed covered
transaction be entered into, it shall riot 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 Non -Procurement List.
8. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order
to render in good faith the certification required by this clause. The knowledge and information of a
participant is not required to exceed that which is normally possessed by a prudent person in the ordinary
course of business dealings.
9. Except for transactions authorized under paragraph 6 of these instructions, if a participant in a covered
transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred,
ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available
to the Federal Government, the department or agency may terminate this transaction for cause or default.
Page 15 of 20
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 lowa
Black Hawk County
Jim D. Ellis, P.E., Owner / Project Manager of JDE Engineering, PLC, 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.
(signature)
Subscribed and sworn to this day of
Page 16 of 20
ATTACHMENT E
Certification of Consultant
I hereby certify that I, Jim D. Ellis, P.E. am the Owner / Project Manager and duly authorized representative of
JDE Engineering, PLE, whose address is 500 Main Street, La Porte City, Iowa, and that neither I nor the above
firm here represented has:
(a) Employed or retained for a commission, percentage, brokerage, contingent fee, or other consideration,
any firm or person (other than a bona fide employee working solely for me or the above Consultant) to
solicit or secure this contract,
(b) Agreed, as an express or implied condition for obtaining this contract, to employ or retain the services of
any firm or person in connection with carrying out the contract, or
(c) Paid, or agreed to pay, to any firm, organization or person (other than a bona fide employee working
solely for me or the above Consultant) any fee, contribution, donation or consideration of any kind for, or
in connection with, procuring or carrying out the contract; except as here expressly stated (if any):
I acknowledge that this certificate is to be furnished to the Iowa Department of Transportation and the Federal
Highway Administration, U.S. Department of Transportation, in connection with this contract involving participation
of Federal -aid highway funds, and is subject to applicable, State and Federal laws, both criminal and civil.
(signature)
Made this day of
Page 17 of 20
ATTACHMENT F
Certification of Owner
I hereby certify that I, Ernest G. Clark, am the Mayor 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) r w
day of
Made this
Page 18 of 20
JDE Engineering, PLC
500 Main Street
La Porte City, Iowa 50651
Invoice No.
Invoice Period Covered
Consultant Job No.
ATTACHMENT G
Page 1
Specific Rate 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)
Direct Expenses
Mileage
Per Diem
CADD
Subconsultants (including authorized
contingency)
Name
Name
Name
Total
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 20
ATTACHMENT G
Page 4
Specific Rate 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.
Direct Expenses: A final cumulative job cost report that shows a breakdown of direct expenses by specific
item (mileage, GADD, 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 specific rate 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 20
JDE Engineering, PLC
500 Main Street
La Porte City, Iowa 50651
Wayfinding Signage Project
Fee Schedule
I. Direct Labor Cost
Attachment H
Employee Classification Hours silting Rate Amount
Project Manager 125.0 $95.00 $11,875.00
Design Engineer 0.0 $85.00 $0.00
Construction Observation Technician 190.0 $75.00 514,250.00
Administrative Assistant 0.0 $40.00 $0.00
I1. Direct Project Expenses
11I. Subconsultant Costs
IV. Estimate Actual Costs (I +11+110
V. Contingency - Prime Only (10% of 1 + IIj
VI. Total Estimated Cost (IV + V + VI)
Quantity
Direct Labor Total = 526,125.00
Rate Amount
Copies (each) = 1,100 $0.25 $275.00
Mileage = 165 50.60 $99.00
Rental Car (days) = 0 $100.00 $0.00
Meals (each) = 0 $12.00 $0.00
Lodging (nights) = 0 585.00 $0.00
Total Direct Expenses = $374.00
Craig Ritland Landscape Architects (specific rate of compensation) _ $6,000.00
Ten-acon Consultants, Inc. (cost plus fixed -fee) = 51,790.00
Total Subconsultants = $7,790.00
$34,289.00
$2,649.90
$36,938.90
AGREEMENT BETWEEN CLIENT AND LANDSCAPE ARCHITECT
This Agreement, effective as of March 1, 2011 is between the following parties:
CLIENT: JOE Engineering, PLC (JOE)
LANDSCAPE ARCHITECT: Craig Ritland Landscape Architects (CRLA)
for the following PROJECT: DOWNTOWN WATERLOO WAYFINDING SIGNAGE
CONSTRUCTION RELATED SERVICES
ARTICLE 1: LANDSCAPE ARCHITECT'S BASIC AND ADDITIONAL SERVICES
A. Project Understanding
1. The project scope and design intent will be guided by the Downtown Waterloo Wayfinding Master
Plan and associated construction documents prepared by CRLA with Vandewalle & Associates and
approved by the City of Waterloo.
2. The City of Waterloo is implementing a new wayfinding system composed of 15 wayfinding exhibit
signs (to be installed by a contractor based on the bid documents) and 11 DOT Guide signs (to be
fabricated by the contractor and installed by the DOT). The construction work will include associated
traffic control, footing construction, and some paving and/or sodding depending upon the location of
the installation.
3. The Landscape Architect agrees to provide its professional services in accordance with generally
accepted standards of its profession.
B. Scope of Services
1. Construction Related Services
a. Attend coordination meetings prior to and during construction.
b. Provide clarification of construction documents throughout the construction process.
c. Attend occasional site visits during construction to evaluate the progress of the work and
adherence to the project drawings and specifications. Although the Landscape Architect or
its consultant may observe and discuss potential problems, these visits are not construction
inspections or a guarantee that there will not be construction deficiencies.
d. Review required contractor submittals, such as shop drawings and samples, for
conformance with project drawings and specifications.
e. Review contractor's payment applications to determine if the amount of work represented as
complete is generally consistent with the Landscape Architect's observations during its site
visits. Landscape Architect's review shall be subject to any noted qualifications by the
Landscape Architect. Client understands that the frequency of the Landscape Architects
site visits may limit Landscape Architect's ability to review certain payment applications.
Landscape Architect's review shall not be a representation that Landscape Architect has
supervised the work, or that Landscape Architect has reviewed how or for what purpose
contractor has used or intends to use Owner's payments.
f. Assist Client in punch list inspection of the sites upon completion of the work to assure
satisfactory compliance with construction documents.
C. Services Not Included
1. Office or Site Visits: The proposed scope of services includes a maximum of two site visits to each
exhibit location and does not include daily observations of work performed. Services and
reimbursable expenses for any additional site or office visits will be billed as extra services.
D. Extra Services
1. Landscape Architect will identify services not included in their proposed scope of work if they are
requested. Landscape Architect will advise Client of the impact on their work, and propose an
increase to the fee amount before any work is undertaken that is outside their scope of services.
2. Extra services will be provided on an hourly basis at the billing rates listed below or the current
hourly rates prevailing when services are rendered.
3. Reimbursable expenses associated with extra services will be billed at Landscape Architect's direct
cost.
ARTICLE 2: COMPENSATION AND PAYMENTS
A. Client agrees to pay Landscape Architect as follows:
Based on the complexity of the project and the amount of services anticipated, Craig Ritland Landscape
Architects (herein referred to as Landscape Architect) will provide the services described in Article 1, and
in accordance with the conditions outlined in this contract, for an hourly rate of $85.00 not to exceed
$6,000.00.
1. Billing for services will be submitted by the Landscape Architect monthly as the work progresses.
2. Invoices shall be submitted by the Client to the Owner (City of Waterloo) each month. Client shall
pay Landscape Architect within 10 days of payment to Client by the Owner, which payment shall
be a condition precedent for payment under this Agreement.
ARTICLE 3: DISPUTE RESOLUTION
A. Landscape Architect and Client agree to mediate claims or disputes arising out of or relating to this
Agreement before initiating litigation. The mediation shall be conducted by a mediation service
acceptable to the parties. A party shall make a demand for mediation within a reasonable time after a
claim or dispute arises, and the parties agree to mediate in good faith. In no event shall any demand for
mediation be made after such claim or dispute would be barred by applicable law. Mediation fees shall
be shared equally.
ARTICLE 4: USE AND OWNERSHIP OF LANDSCAPE ARCHITECT'S DOCUMENTS
A. Ail instruments of professional service prepared by Landscape Architect, including but not limited to,
drawings and specifications, are the property of Landscape Architect. These documents shall not be
reused on other projects without Landscape Architects written permission. Landscape Architect retains
all rights, including copyrights, in its documents. Client or others cannot use Landscape Architect's
documents to complete this Project with others unless Landscape Architect is found to have materially
breached this Agreement.
ARTICLE 5: MISCELLANEOUS PROVISIONS
A. This Agreement is governed by the law of Client's principal place of business.
B. This Agreement is the entire and integrated agreement between Landscape Architect and Client and
supersedes all prior negotiations, statements or agreements, either written or oral. The parties may
amend this Agreement only by a written instrument signed by both Client and Landscape Architect.
C. In the event that any term or provision of this Agreement is found to be unenforceable or invalid for any
reason, the remainder of this Agreement shall continue in full force and effect, and the parties agree that
any unenforceable or invalid term or provision shall be amended to the minimum extent required to make
such term or provision enforceable and valid.
D. Neither Client nor Landscape Architect shall assign this Agreement without the written consent of the
other.
E. Irrespective of any other term in this Agreement, Landscape Architect shall not control or be responsible
for construction means, methods, techniques, schedules, sequences or procedures; or for construction
safety or any other related programs; or for another parties' errors or omissions or for another parties'
failure to complete their work or services in accordance with Landscape Architect's documents.
F. Should any legal proceeding be commenced between the parties to this Agreement seeking to enforce
any of its provisions, including, but not limited to, fee provisions, the prevailing party in such proceeding
shall be entitled, in addition to such other relief as may be granted, to a reasonable sum for attomeys'
and expert witnesses' fees, which shall be determined by the court or forum in such a proceeding or in a
separate action brought for that purpose. For purposes of this provision, "prevailing party" shall include a
party that dismisses an action for recovery hereunder in exchange for payment of the sum allegedly due,
performance of covenants allegedly breached, or consideration substantially equal to the relief sought in
the action or proceeding.
G. Nothing in this Agreement shall create a contractual relationship for the benefit of any third party.
LANDSCAPE ARCHITECT CLIENT
Signature Dated January 5, 2011
License/Certificate No. IOWA 095
Renewal Date: June 30, 2011
fi• '12U
Title1 . ; N -,- ,� 1'r
r
Dated -IS
�' /i,
Aft e7`
March 1, 2011
JDE Engineering
500 Main
La Porte City, IA 50654
Attn: Mr. Jim Ellis, P.E.
Telephone: (319) 464-7913
E-mail: jdeeng@netins.net
Re: Proposal for Construction Monitoring Services
Proposed Way Findings
Waterloo, Iowa
Terracon Proposal No. CF11061
Dear Mr. Ellis:
e
Terracon Consultants, Inc. (Terracon) appreciates the opportunity to provide services for this
project, and submit this proposal to provide construction monitoring services. The following
proposal presents our scope of services and cost plus fixed fee estimate for this project.
A. SCOPE OF SERVICES
Based on our discussions on December 27, 2010, we understand that our scope of services will
consist of field and laboratory testing of Portland cement concrete during installation of sign
foundations.
6. COMPENSATION
A summary of the cost analyses is tabulated in Schedule A, which is attached. We understand
that a cost plus fixed fee format will be utilized for this contract. We prefer to submit invoices bi-
weekly for construction services, however, monthly invoices can be provided, if requested.
Invoices will be submitted to Mr. Jim Ellis, P.E. of Jf)l=; Engineering unless we are notified
o UleIWlse•
(.:, AUTHORIZATION
The attached Supplement to Agreement for Services is considered a part of our contract for
services and will be incorporated fey reference into our agreement. To execute this agreement,
please sign and return one copy of this contract to our office at the below address.
rerracon Consultants, Inc;. 6612 Chancellor Drivo, Ste. 102 Cedar Falls, lovra 50613
P 319 277 4016 F 3I9 277 4320 torracon.corn
Proposal for Const ruction Monitoring Services
Proposed Way Findings Waterloo, Iowa
March 1, 2011 Terracon No. CF11061
lierracon
We appreciate this opportunity to provide you with these construction observation and
engineering consultation services. If you have any questions or concerns regarding this
proposal, please do not hesitate to contact us.
Sincerely,
Terracon Consultants, Inc.
Rick Locleiad
Office Manager
Attachment: Schedule A — Cost Plus Fixed Fee Estimate
Distribution: 2 -Client
1 -File
ti)f r:ivo
/( • .1 1 r•
(Ii
Wade Hammersley
Project Manager
2
Proposed Way Findings
Waterloo, Iowa
Proposal No. CF11061
March 1, 2011
SCHEDULE A
I. Direct Labor Costs:
CATEGORY
Technician I
Technician!!
Technician IV
Driller
CAD Drafter
Administration / Secretary
Field Engineer
Project Engineer
Senior Project Manager
Senior Principal Engineer
II. Payroll Burden & Overhead Costs
@ 198.87% (3 -year average - Rounded)
Ilia. Direct Project Expense
CATEGORY
Cylinder Molds
Mileage
IIIb, Direct Third -Party Expense
Crop Damage
Meals and Accommodations (per diem)
Consumable & Misc. Supplies
Other Third -Party Expenses
IV. Estimated Costs (I+Il IIIa: illb)
V. Fixed Fee (12% of 1+11+I1Ia.a, Rounded)
VI. 'Iota' Cosi_ plus Fee (IV+V)
VII. Contingency (10% of IV, Rounded)
VIII. Total with Contingency
HOURS RATE/HR. AMOUNT
11.92
16 15.01 240
22.99
20.21
16.55
3 16.63 50
21,67
25.97
3 34.84 105
1 50.00 50
Subtotal (Rounded) $450
$890
UNITS UNIT RATE AMOUNT
2.5 0.75 19
200 0.50 100
Subtotal (Rounded) $120
100.00
Subtotal (Rounded) $0
$1,460
$180
$1,640
$150
$1,/90
lierracon
AGREEMENT FOR SERVICES
Reference Number: CFI 1061
This AGREEMENT is between JOE Engineering ("Client') and Terracon Consultants, Inc. ("Consultant") for Services to be provided by Consultant for
Client on the Proposed Way Findings project ("Project). as described in the Project Information section of Consultant's Proposal dated 3/1/2011 ("Proposal")
unless the Project is otherwise described In Exhibit A to this Agreement (which section or Exhibit is incorporated into this Agreement).
1. Scope of Services. The scope of Consultant's services fs described In the Scope of Services section of the Proposal ("Services"), unless Services
are otherwise described In Exhibit 13 to this Agreement (which section or exhibit is Incorporated Into this Agreement). Portions of the Services may be
subcontracted. Consultant's Services do not Include the investigation or detection of, nor do recommendations fn Consultant's reports address
the presence or prevention o1 biological pollutants (e.g., mold, fungi, bacteria, viruses, or their byproducts) or occupant safety issues, such as
vulnerability to natural disasters. terrorism, or violence. If Services include purchase of software, Client wit! execute a separate software license
agreement. Consultant's findings, opinions, and recommendations are based solely upon data and Information obtained by and furnished to Consultant
at the time of the Services,
2. Acceptance/ Termination. Client agrees that execution of this Agreement is a material element of the consideration Consultant requires to
execute the Services. end if Services are initiated by Consultant prior to execution of this Agreement as an accommodation for Client at Client's
request, both parties shall consider that commencement of Services constitutes formai acceptance of ail terms and conditions of this Agreement.
Additional terms and conditions may be added or changed only by written amendment to this Agreement signed by both parties. In the event Client
uses a purchase order or other form to administer this Agreement, the use of such form shall be for convenience purposes only and any additional or
conflicting terms it contains are stricken. This Agreement shall not be assigned by either party without prior written consent of the other party. Either
party may terminate this Agreement or the Services upon written notice to the other. in such case, Consultant shall be paid costs incurred and fees
earned to the date of termination plus reasonable costs of closing the project.
3. Change Orders. Client may request changes to the scope of Services by altering or adding to the Services to be performed. If Client so requests,
Consultant will return to Client a statement (or supplemental proposal) of the change setting forth an adjustment to the Services and fees for the
requested changes. Follovdng Client's review, Client shall provide written acceptance. if Client does not follow these procedures, but instead directs,
authorizes, or permits Consultant to perform changed or additional work, the Services are changed accordingly and Consultant will be paid for this work
according to the fees stated or its current fee schedule. If project conditions change materially from those observed at the site or described to
Consultant at the time of proposal, Consultant is entitled to a change order equitably adjusting its Services and fee.
4. Compensation anti Terrns of Payment. Client shall pay compensation for the Services performed at the fees stated in the Compensation
section of the Proposal unless fees are otherwise stated in Exhibit C to this Agreement (which section or Exhibit is Ir.corporated into this Agreement), If
not stated In either, fees will be according to Consultant's current fee schedule. Fee schedules are valid for the calendar year in which they are Issued.
Consultant may Invoice Client al least monthly and payment Is due upon receipt of invoice. Client shall notify Consultant in writing, at the address
below, within 15 days of the date of the invoice if Client objects to any portion of the charges on the invoice, and shall promptly pay the undisputed
portion. Client shall pay a finance fee of 1.5% per month, bul not exceeding the maximum rate allowed by law, for all unpaid amounts 30 days or older.
Client agrees to pay all collection -related costs that Consultant incurs, including attorney fees. Consultant may suspend Services for lack of timely
payment. It Is the responsibility of Client to determine whether federal, stale, or local prevailing wage requirements apply and to notify Consultant if
prevailing wages apply. If It Is later determined that prevailing wages apply, and Consultant was not previously notified by Client, Client agrees to pay
the prevailing wage from that point forward, as well as a retroactive payment adjustment to bring previously paid amounts In line with prevailing wages.
Client also agrees to defend, indemnify, and hold harmless Consultant from any alleged violations made by any governmental agency regulating
prevailing wage activity for failing to pay prevailing wages, including the payment of any fines or penalties.
5. TWrd Party Reliance. This Agreement and the Services provided we for Consultant and Client's sole benefit and exclusive use 'Mh no third party
beneficiaries intended. Reliance upon the Services and any work product is !lotted to Client, and Is not intended for third parties. For a limited limo
period not to exceed three months from the data of the report, Consultant will Issue additional reports to others agreed upon with Client, however Client
understands that such reliance will not be granted until those parties sign and return Consultant's reliance agreement and Consultant receives the
agreed-upon reliance fee,
6. LIMITATION OF LIABILITY. CLIENT ANI) CONSULTANT HAVE EVALUATED THE RISKS AND REWARDS ASSOCIATED WITH THIS
PROJECT, INCLUDING CONSULTANT'S FEE RELATIVE TO THE RISKS ASSUMED, AND AGREE TO ALLOCATE CERTAIN OF 711E
ASSOCIATED RISKS. TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF CONSULTANT (AND ITS
RELATED CORPORATIONS AND EMPLOYEES) TO CLIENT ANI) THIRD PARTIES GRANTED RELIANCE IS LIMITED TO
THE GREATER OF $25,000 OR CONSULTANT'S FEE, FOR ANY ANI) ALL INJURIES, DAMAGES, CLAIMS, LOSSES, OR EXPENSES
(INCLUDING ATTORNEY AND EXPERT FEES) ARISING OUT OF CONSULTANT'S SERVICES OR TIiIS AGREEMENT, UPON WRI1TI:N
REQUEST PROM CLIENT, CONSULTANT MAY NEGOTIATE A HIGIIER LIMITATION FOR AODITIONAI CONSIDERATION. TI IIS LIMITATION
SHALL APPLY REGARDLESS Or AVAILABLE INSURANCE COVERAGE, CAUSE(S) Oit 'iHE THEORY OF LIABILITY, INCLUDING
NEGLIGENCE, INDEMNITY, OR OTHER RECOVERY. 711fS LIMITATION Si IAL 1. N01 APPI.Y'10 Till 1,X11 NF 1111: DAMAGE IS 1'AIi) UNDER
CONSULTANT'S COMMERCiAI. GENERA.. LIAI31LI tY POLICY.
'7. bu.1'u nIty/Stntuto of Liirritativars. Consultant and Client shall indemnify and hokl harmless iho other and tirelr respective employees from and
against legal liability for claims, losses, damages, and expenses lo trio extent such claims, losses. damages, or expenses aro legally determiners to be
caused by their negligent acts, orrors, or omissinns. In the event such claims, losses. damages, or expenses are legally determined to be caused by the
Joint or concurrent negligence of Consultant and Client, they shall be borne by each party In proportion to its own negligence under comparative fault
principles. Norther party shall have a duty to defend tho other party, and no duty to defend is hereby created by this indemnity provision and such duty
Is explicitly waived under this Agruomenl. Causes of action arising out of Consultant's services or this Agreement regardless of cause(s) or the theory
oty
of liability, including negligence, indemnity or other recovery shall be deemed to have accrued and the applicable statute of limitations shall cxmuneaco
to run nut later than the dato of Consultant's substantial cot plelion of services on llrr. project
ra. iiJarranty. Consultant will perform the Services in a manner consistent with that love! of care and skill ordinarily exercised by members of Gla
profession currently practicing ander similar conditions In the sante locale. CONSUL TANT MAKES NO WARRANTIES Oft GUARANTEES, EXPRESS
OR IMPLIED, RELATING TO CONSULTANT'S SERVICES AND CONSUI:TANT DISCLAIMS AiNY IMPLIED WARRAN'FIES 012 WARRANTIES
IMPOSED 13Y 1.AW, INC. UDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Insurance. Consultant represents that It now carries, and will continue to carry; (i) workers' compensation Insurer -we in accordance with the laws of
the stales having Jurisdiction over Consultant's employees who aro engaged In the Services, and employer's !lability Insurance ($1,000,000); (1i)
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commercial general liability insurance ($1,000,000 occ / $2,000,000 agg); (ill) automobile liability insurance ($1,000,000 B.I. and P,D. combined single
limit); and (Iv) professional liability Insurance ($1,000,000 claim / agg). Certificates of insurance will be provided upon request. Client and Consultant
shall waive subrogation against the other party on all general liability and property coverage.
10. CONSEQUENTIAL DAMAGES. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR LOSS OF PROFITS OR REVENUE; LOSS OF
USE OR OPPORTUNITY; LOSS OF GOOD WILL; COST OF SUBSTITUTE FACILITIES, GOODS, OR SERVICES; COST OF CAPITAL; OR FOR
ANY SPECIAL, CONSEQUENTIAL, INDIRECT, PUNITIVE, OR EXEMPLARY DAMAGES.
11. Dispute Resolution. Client shall not be entitled to assert a Claim against Consultant based on any theory of professional negitgence unless and
until Client has obtained the written opinion from a registered, indepandent, and reputable engineer, architect, or geologist that Consultant has violated
the standard of care applicable to Consultant's performance of the Services. Client shall provide this opinion to Consultant and the parties shall
endeavor to resolve the dispute within 30 days, after which Client may pursue Its remedies at law. This Agreement shall be governed by and construed
according to Kansas law.
12. Subsurface Explorations. Subsurface conditions throughout the site may vary from those depicted on logs of discrete borings, test pits. or other
exploratory services. Client understands Consultant's Layout of boring and test Locations is approximate and that Consultant may deviate a reasonable
distance from those locations, Consultant will take reasonable precautions to reduce damage to the site when performing Services; however, Client
accepts that invasive services such as drilling or sampling may damage or alter the site. Site restoration is not provided unless specifically included In
the Services.
13. Testing and Observations. Client understands that testing and observation are discrete sampling procedures, and that such procedures indicate
conditions only at the depths, locations, and times the procedures were performed. Consultant will provide test results and opinions based on tests and
field observations only for the work tested. Client understands (hat testing and observation are not continuous or exhaustive, and are conducted to
reduce - not eliminate - project risk. Client agrees to the level or amount of testing performed and the associated risk. Client is responsible (even if
delegated to contractor) for requesting services, and notifying and scheduling Consultant so Consultant can perform these Services. Consultant is not
responsible for damages caused by services not performed due to a failure to request or schedule Consultant's services. Consultant shall not be
responsible for the quality and completeness of Client's contractor's work or their adherence to the project documents, and Consultant's performance of
testing and observation services shall not relieve Client's contractor in any way from Its responsibility for defects discovered in Its work, or create a
warranty or guarantee. Consultant will not supervise or direct the work performed by Client's contractor or its subcontractors and is not responsible for
(heir means and methods.
14. Sample Disposition, Affected MVIaterlals, and Indemnity. Samples are consumed in testing or disposed of upon completion of tests (unless
stated otherwise in the Services). Client shall furnish or cause to be furnished to Consultant all documents and information known or available to Client
that relate to the identity, location, quantity, nature, or characteristic of any hazardous waste, toxic, radioactive, or contaminated materials ("Affected
Materials") at or near the site, and shall immediately transmit new, updated, or revised information as It becomes available. Client agrees that
Consultant Is not responsible for the disposition of Affected Material unless specifically provided In the Services, and that Client Is responsible for
dlrecUng such disposition. In the event that test samples obtained during the performance of Services (i) contain substances hazardous to health,
safety, or the environment, or (11) equipment used during the Services cannot reasonably be decontaminated, Client shall sign documentation (If
necessary) required to ensure the equipment and/or samples are transported and disposed of property, and agrees to pay Consultant the fair market
value of this equipment and reasonable disposal costs. In no event shall Consultant be required to sign a hazardous waste manifest or take title to any
Affected Materiais. Client shall have the obligation to make all split or release notifications to appropriate governmental agencies. The Client agrees that
Consultant neither created nor contributed to the creation or existence of any Affected Materials conditions at the site. Accordingly, Client waives any claim
against Consultant and agrees to indemnify and save Consultant, its agents, employees, and related cxrrreamies iramiiess frunr any c airs, ilabiiiiy or defense
cost, including attorney and expert fees, for injury or loss sustained by any party from such exposures allegedly arising out of Consultant's non.negfigent
performance of services hereunder, or for any claims against Consultant as a generator, disposer, or arranger of Affected Materials under federal, state, or
local law or ordinance.
15. Ownership of Documents. Work product, such as reports, logs, data, notes, or calculations. prepared by Consultant shall remain Consultant's
property. Proprietary concepts, systems, and ideas developed during performance of the Services shall remain the sole property of Consultant, Files
shall be maintained In general accordance with Consultant's document retention policies and practices.
16. Utilities. Client shall provide the location and/or arrange for the marling of private utilities and subterranean structures. Consultant shall take
reasonable precautions to avoid damage or Injury to subterranean structures or utilities. Consultant shall not be responsible for damage to
subterranean structures or utilil'+es that aro not called to Consultant's attention, are not correctly marked, including by a utility locate service, or are
incorrecliy shown on the plans furnished to Consultant.
17. Site Access and Safety. Client shall secure all necessary site related approvals, permits, licenses, and consents necessary to commence and
complete the Services and will execute any necessary site access agreement. Consultant will bo responsible for surorvision and site safety measures
for its own employees, but shall not be responsible for the supervision or health and safety precautions for any other parties, Including Client. Client's
contractors. subcontractors, or other parties present at the site.
consultant: -.;r orrncorr Gons�iltar1ts, tire.
f ty• i .: Date:
Ndamcftitle: Ric! Lourcirsn t / Office II/tanager
Address: 6612 Ci1nncollor Drive, Suite '102
Client: JI,E Engineering)
311(201.1--- By: f•
Name ill..A y,. E d +j -s
Address: 500 Matti
/
ILO forte City, IA 50054
(hone' 319.4134.7913 Fax:
Cedar Fulls, Iowa 50613
1'hone- 319.277.4016 Fax: 319.277.4320
Data: I/
"2,2es
Reference Number: CI,1 1(161
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