HomeMy WebLinkAboutSnyder and Associates-7/26/2010Contract for Professional Services
Standard Form of Agreement Between Snyder and Associates, Inc.
and the City of Waterloo with Standard Form of Consultant's Services
Supplemental Agreement No. 1
AGREEMENT made as of the 26 day of July
BETWEEN the City of Waterloo
identified as the Owner:
City of Waterloo
Engineering Department
715 Mulberry Street
Waterloo, Iowa 50703
and the Consultant:
Snyder and Associates
5005 Bowling Street SW Suite A
Cedar Rapids, IA 52404
For the following Project:
in the year 2010
Contract #775
The parties hereto entered into an agreement dated the 21st day of December, 2009 for preliminary survey and engineering
services in connection with the design and preparation of plans, specifications, and estimates for the improvement to Ridgeway
Ave. and LaPorte Rd. Intersection Improvements in Blackhawk County. The Owner shall proceed with the construction for the
improvements, subject to the concurrence and approval of the Iowa Department of Transportation (Iowa DOT) and the Federal
Highway Administration (FHWA), (When applicable)
The Owner desires to employ the Consultant to provide additional work in connection with construction engineering services for
the improvements. The Consultant is willing to perform such engineering work in accordance with the terms hereinafter provided
and warrants that it is in compliance with Iowa statutes relating to the licensure of professional engineers.
Project Number STP -U-8155(715)--70-07
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May ;0.2007
Office of Design
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
1.5 Prequalification
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
43 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 Right to Set-off
4.12 Non -Raiding Clause
4.13 General Compliance with Laws
4.14 Subletting, Assignment or Transfer
4.15 Forbidding Use of Outside Agents
4.16 Consultant's Endorsement on Plans
4.17 Compliance with Title 49, Code of Federal Regulations
4.18 Access to Records
4.19 Federal Highways Administration Participation
4.20 Severability
4.21 Choice of Law and Forum
Attachment A - Scope of Services
Attachment B - Specifications
Attachment C - Fees and Payments
Attachment D -Intentionally Omitted
Attachment E - Intentionally Omitted
Attachment F - Intentionally Omitted
Attachment G - Sample Invoice Form (if not part of base agreement)
Attachment H - Consultant Fee Schedule
ARTICLE 1 INITIAL INFORMATION
1.1
This Agreement is based on the following information and assumptions.
Project Parameters
The objective or use is:
The project includes roadway improvements to connect Ridgeway Ave and LaPorte Rd.
1.2 Financial Parameters
1.2.1 The financial parameters are;
Amount of the Owner's budget for the Consultant's compensation is:
$62,564
1.2.2 Amount of the Consultant's budget for the subconsultants' compensation is:
Zero
1.2.3 Costs for this agreement will be integrated with all previous agreements with the Consultant utilizing the same
contract number.
1.3 Project Team
13.1 The Owner's Designated Representative identified as the Engineer is:
Jeff Bales, Associate Engineer
The Engineer 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 Engineer and shall be subject to the Engineer's approval.
1.3.2 The Consultant's Designated Representative is:
Darin Ligtenberg, P.E., Project Manager
133 The subconsultants retained at the C'onsultant's expense are:
None
1.4 Time Parameters
Date to Proceed: Consultant is to begin work under this Agreement upon award of the construction contract to a
qualified contractor.
1. Consultant's work shall progress in accordance with the Contractor's schedule.
2. The ending date for this agreement shall be upon completion of final review and audit process (approximately
93 days after completion of all construction).
1.5 Prequalification
The Consultant shall remain prequalified in work category 221, Highway Roadway Construction, as defined in Iowa
Department of Transportation Policy and Procedure No. 300.04, for the duration of this Agreement. Failure to do so
will result in termination of this Agreement.
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ARTICLE 2 SCOPE OF SERVICES AND OTHER SPECIAL TERMS AND CONDITIONS
2.1 Enumeration of Parts of the Agreement.
2.1.1 The work to be performed by the Consultant under this Agreement shall encompass and include all detail work,
services, materials, equipment and supplies necessary to prepare and deliver the scope of services provided in
Attachment A.
2.1.2 All services herein required and provided shall be in conformity with the Iowa Department of Transportation
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.
2.13 Other documents as follows:
.1 Consultant Fee Schedule - Attachment H
2.1.4 Refer to the Base Agreement for documents as follows:
.1 Certification Regarding Debarment, Suspension, and Other Responsibility Matters - Attachment D
.2 Certification of Consultant - Attachment E
3 Certification of Owner - Attachment F
.4 Sample Invoice Form - Attachment G
ARTICLE 3 FORM OF COMPENSATION
3.1 Method of Reimbursement
3.1.1 For the Consultant's services as described under Article 2, compensation shall be computed in accordance with one
of the following compensation methods:
Indicate method of payment selected with [X]
.1 [ x ] Cost Plus Fixed Fee - Attachment C
.2 [ ] Lump Sum - Attachment C
3 [ ] Specific Rate of Compensation - Attachment C
.4 [ 1 Unit Price - Attachment C
.5 [ ] Fixed Overhead Rate - Attachment C
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 Engineer. 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
Engineer and FHWA (when applicable) have given prior written approval.
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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 Engineer 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. Any change to these specifications by either the Owner or the Consultant is
subject to review and acceptance by the other party. Additional efforts by the Consultant made necessary by a
change to the CADD software specifications shall be compensated for as Additional Services.
4.1.4 The Owner is aware that significant differences may exist between the electronic files delivered and the respective
construction documents due to addenda, change orders or other revisions. In the event of a conflict between the
signed construction documents prepared by the Consultant and electronic files, the signed construction documents
shall govern.
4.1.5 The Owner may reuse or make modifications to the plans and specifications, or electronic files while agreeing to take
responsibility for any claims arising from any modification or unauthorized reuse of the plans and specifications.
4.2 Revision of Plans
4.2.1 Drafts of work products shall be submitted to the Engineer by the Consultant for review and comment. The
comments received from the Engineer 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
Engineer shall be in writing. In the event there are no comments from the Engineer or reviewing agencies to be
incorporated by the Consultant into the final work product, the Engineer 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 Engineer fmd 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 Engineer in writing. This
work will be paid for as provided in Article 4.3.
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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 Engineer in writing to that effect. In the event
that the Engineer 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 Engineer, 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 Engineer 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 Engineer, to enable the
Engineer to pass judgment on the features and progress of the work.
4.5 Additional Plans
4.5.1 At the request of the Engineer, 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 and for any reason upon not less than
thirty (30) days' written notice to the Consultant.
4.6.3 In the event the Agreement is terminated by the Owner without fault on the part of the Consultant, the Consultant
shall be paid for the reasonable and necessary work performed or services rendered and delivered up to the effective
date or time of termination. The value of the work performed and services rendered and delivered, and the amount to
be paid shall be mutually satisfactory to the Engineer 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 Engineer 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 Engineer up to the date established by the
termination notice. After audit of the Consultant's actual costs to the date established by the Engineer in the
termination notice and after determination by the Engineer of the amount of work satisfactorily performed, the
Engineer 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 Engineer may affect 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
Article 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.
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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 Engineer.
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 Engineer in the event of a delay attributed to the Owner or the Engineer, 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 Article 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 Article or mediation pursuant to Article 4.8 shall occur in Story
County, Iowa.
4.10 Responsibility For Claims And Liability
4.10.1 The Consultant shall defend, indemnify and save harmless 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, employees, or subconsultants in
connection with performance of this Agreement.
4.11 Right to Set-off
4.11.1 In the event that the Consultant owes the Owner any sum under the terms of this Contract, the Owner may set off the
sum owed to the Owner against any sum owed by the Owner to the Consultant under any other contract or matter in
the Owner's sole discretion, unless otherwise required by law. The Consultant agrees that this provision constitutes
proper and timely notice of the Owner's intent to utilize any right of set-off.
4.12 Non -Raiding Clause
4.12.1 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.
4.13 General Compliance With Laws
4.13.1 The Consultant shall comply with all Federal, State and Local laws and ordinances applicable to the work.
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4.14 Subletting, Assignment Or Transfer
4.14.1 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 Engineer and approved by the Owner and the Federal Highway
Administration. (When applicable)
4.15 Forbidding Use of Outside Agents
4.15.1 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.
4.16 Consultant's Endorsement On Plans
4.16.1 The Consultant shall endorse the completed computations prepared under this Agreement, and shall affix thereto the
seal of a licensed professional engineer, licensed to practice in the State of Iowa, in accordance with the current Code
of Iowa.
4.17 Compliance With Title 49, Code Of Federal Regulations
4.17.1 During the performance of this Agreement, the Consultant and its assignees and successors in interest agree as
follows:
4.17.1.1 Compliance with Regulations
4.17.1.1.1 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.
4.17.1.2 Nondiscrimination
4.17.1.2.1 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.
4.17.13 Solicitation for Subconsultants, Including Procurement of Materials and Equipment
4.17.13.1 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.
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4.17.1.4 Disadvantaged Business Enterprises
4.17.1.4.1 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 Department of Transportation has submitted to the U.S. DOT, or the Consultant has submitted to the Iowa
Department of Transportation, and the U.S. DOT or Department has approved a disadvantaged business enterprise
affirmative action program which the Iowa Department of Transportation 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 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.
4.17.1.5 Information and Reports
4.17.1.5.1 The Consultant will provide all information and reports required by the regulations, orders and instructions issued
pursuant thereto, and will permit access to its books, records, accounts, other sources of information, and its facilities
as may be determined by the Owner or the Federal Highway Administration, 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, or
the Federal Highway Administration, as appropriate, and shall set forth what efforts it has made to obtain information.
4.17.1.6 Sanctions for Noncompliance
4.17.1.6.1 In the event of the Consultant's noncompliance with the nondiscrimination provisions of this Agreement, the Owner
shall impose such contract sanctions as it, or the Federal Highway Administration, 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.
4.17.1.7 Incorporation of Provisions
4.17.1.7.1 The Consultant will include the provisions of Article 4.17.1.1 through 4.17.1.6 of this Agreement in every
subagreement, including procurements of materials and lease of equipment, unless exempt by the regulations, orders
or instructions issued pursuant thereto. The Consultant will take such action with respect to any subagreement or
procurement as the Owner or Federal Highway Administration 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 State to enter into such litigation to protect the interests of the State and, in addition, the Consultant may request
the United States to enter into such litigation to protect the interests of the United States.
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4.18 Access To Records
4.18.1 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 State, Federal Highway Administration, or any authorized representatives of the Federal Government; and copies
thereof shall be furnished, if requested.
4.19 Iowa DOT and Federal Highway Administration Participation
4.19.1 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.
4.20 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.
4.21 Choice of Law and Forum
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 Linn County District Court for the State of Iowa, Cedar Rapids, Iowa. This provision shall not be
construed as waiving any immunity to suit or liability including without limitation sovereign immunity in State or
Federal court, which may be available to the Owner.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their proper officials thereunto duly
authorized as of the dates below indicated.
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.
Snyde and Associate
, Date: vJ i c' / , 2 ,
David A. S�toklasa
Office Manager
Ernest G. Clark
Mayor
Iowa Department of Transportation
Accepted for FHWA Authorization*
By: /-1/'
Robert Welper
Local Systems Engineer
Iowa DOT District 2
Date: jai-) , e9-9LU
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.
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ATTACHMENT A
Scope of Services
DESIGN SERVICES
The Engineer shall provide Construction Engineering Services, as required for the construction of a new
intersection at the comer of Ridgeway Ave and LaPorte Rd.
TASK 1— CONSTRUCTION ADMINISTRATION
The Engineer will provide the following Construction Administration services for the project
described above:
1. Arrange and conduct a pre -construction conference with the Contractor, City, and IDOT to
review project requirements, details of construction, utility conflicts, and work schedule prior
to construction. The Engineer will prepare and distribute minutes of the meeting.
2. Review the Contractor's proposed Progress Schedule and prepare the Notice to Proceed.
3. Review Subcontractor Request and Approval Forms, and make a recommendation.
4. Perform shop drawing review of traffic signal hardware and associated appurtenances.
5. Prepare Contract Quantity Agreements.
6. Prepare change orders as required.
7. Prepare monthly Applications for Pay Estimates.
8. Review product certifications, PC Concrete mix design, and other material tickets for general
compliance with the construction contract.
9. Review weekly contractor payrolls and conduct on-site wage interviews of the contractor's
personnel.
10. Review materials testing reports.
11. Review PCC Plant reports.
12. Conduct a post -construction project and materials audit.
13. Conduct project close-out procedures and prepared associated documentation per IDOT I. M.
3.910, including Attachment E (Pre -Audit Checklist) and Attachment F (Final Forms Packet
Checklist).
14. Attend weekly construction meetings and pre -pour meetings on site as needed.
TASK 2 — CONSTRUCTION OBSERVATION
The Engineer will provide Construction Observation services for the project described above, which
shall be in accordance with Iowa Department of Transportation's policies and procedures identified
in the Construction Manual. Specific tasks include:
1. Observe Contractor's work for general conformance with plans and specifications.
2. Assist with the clarification and interpretation of the Contract Documents.
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3. Assist with the evaluation of Contractor's suggestions for modifications to Drawings or
specifications and provide a recommendation.
4. Provide and supervise PCC Plant Monitor in accordance with IDOT regulations.
5. Review Contractor's Traffic Control and diary.
6. Review and document Contractor's daily progress and all material tests.
7. Prepare the Weekly Working Day Reports.
8. Measure final quantities for payment.
If the Contractor exceeds the estimated working days in completing construction of the project, or if
change orders or project additions require additional working days, the Engineer shall be
compensated for any additional administration, construction observation, and staking services as
authorized by the City
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Refer to Base Agreement
ATTACHMENT B
Specifications
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ATTACHMENT C ( referenced from 3.1)
Cost Plus Fixed Fee
3.1.1 FEES AND PAYMENTS
3.1.1.1 Fees. For full and complete compensation for all work, materials, and services furnished under the terms of this
Agreement, the Consultant shall be paid fees in the amounts of the Consultant's actual cost plus applicable fixed fee
amount. Consultants' actual costs shall include payments to any subconsultants. The estimated actual costs and fixed
fee are shown below and are itemized in Attachment H. The nature of engineering services is such that actual costs are
not completely determinate. Therefore, it is possible that the Consultant's actual costs may exceed those shown in
Attachment H and as shown below. A contingency amount' has been established to provide for actual costs that
exceed those estimated.
Estimated Actual Costs
Fixed Fee (Prime Only)
Contingency (Prime Only)
Maximum Amount Payable
$ 52,653
$ 7,279
$ 2,633
$ 62,564
If at any time during the work the Consultant determines that its actual costs will exceed the estimated actual costs,
thus necessitating the use of a contingency amount, it will promptly so notify the Engineer in writing and describe
what costs are causing the overrun and the reason. The Consultant shall not exceed the estimated actual costs without
the prior written approval of the Engineer. The Owner or the Iowa DOT may audit the Consultant's cost records
prior to authorizing the use of a contingency amount. The Consultant shall establish a procedure for comparing the
actual costs incurred during the performance of the work to the estimated actual costs listed above.
The purpose is to monitor these two elements and thus provide for early identification of any potential for the actual
costs exceeding the estimated actual costs. If the Consultant exceeds the estimated actual costs for any reason (other
than that covered in Section 3.1.1.2.3) before the Engineer is notified in writing, the State will have the right, at its
discretion, to deny the use of the contingency amount.
The fixed fee amount will not be changed unless there is a substantial change in scope, character, or complexity of the
services covered by this Agreement or the time schedule is changed by the Owner. Any change in the fixed fee
amount will be made by a Supplemental Agreement or Extra Work Order. The maximum amount payable under this
Agreement is $ 62,564, which is the sum of the above amounts. The maximum amount payable can not be exceeded
except by Supplemental Agreement or Extra Work Order if the Consultant establishes there is a substantial change in
scope, character, or complexity of the services covered by this Agreement and the Engineer agrees. If at any time it
is determined that a maximum amount payable will be or has been exceeded, the Consultant shall immediately so
notify the Engineer in writing. The maximum amount payable may be increased by a Supplemental Agreement or
Extra Work Order, or this Agreement will be terminated, with the Owner having the right, at its discretion, to
terminate this Agreement without payment of the amount exceeding the maximum amount payable. The Owner may
audit the Consultant's cost records prior to making a decision whether or not to increase the maximum amount
payable.
3.1.1.2 Reimbursable Costs. Reimbursable costs are the actual costs incurred by the Consultant which are attributable to
the specific work covered by this Agreement and allowable under the provisions of Title 48, Subchapter E., Part 30
(full cost accounting standards; when applicable), section 31.105 and Subpart 31.2 of the current Federal Acquisition.
Regulation. These include the following:
1. Salaries of the employees for time directly chargeable to work covered by the Agreement, and salaries of
principals for time they are productively engaged in work necessary to fulfill the terms of the Agreement.
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2. Direct non -salary costs incurred in fulfilling the terms of this Agreement. The Consultant will be required to
submit a detailed listing of direct non -salary costs incurred and certify that such costs are not included in
overhead expense pool. These costs may include travel and subsistence, reproductions, computer charges and
materials and supplies.
3. The indirect costs (salary related expenses and general overhead costs) to the extent that they are properly
allowable to the work covered by this Agreement. The Consultant has submitted to the Owner the following
indirect costs as percentages of direct salary costs to be used provisionally for progress payments for work
accomplished during the Consultant's current fiscal year: Salary related expenses are 58.09% of direct salary
costs and general overhead costs are 94.74% of direct salary costs. Use of updated overhead percentage rates
shall be requested by the Consultant after the close of each fiscal year and shall be used to update previous
year invoices and subsequent year as a provisional rate for invoicing in order to more accurately reflect the
cost of work during the previous and subsequent years. Any actual fiscal year or fiscal year's audited or
unaudited indirect costs rates known by the Consultant shall be used in computing the final invoice statement.
All unverified overhead rates shall have a schedule of computation supporting the proposed rate attached to the
fmal bill. Prior to fmal payment for work completed under this Agreement all indirect cost rates shall be
audited and adjusted to actual rates through the most recently completed fiscal year during which the work was
actually accomplished. In the event that the work is completed in the current fiscal year, audited indirect cost
rates for the most recently completed fiscal year may be applied also to work accomplished in the current fiscal
year. If these new rates cause the estimated actual costs to be exceeded, the contingency amount will be used.
3.1.13 Premium Overtime Pay. Premium overtime pay (pay over normal hourly pay) shall not exceed 2 percent of the total
direct salary cost without written authorization.
3.1.1.4 Payments. Monthly payments shall be made based on the percentage of work completed and substantiated by
monthly progress reports. The report shall indicate the direct and indirect costs associated with the work completed
during the month. The Engineer will check such progress reports and payment will be made for the direct non -salary
costs and salary and indirect costs during said month, plus a portion of the fixed fee. The portion of the fixed fee to
be paid will be in the proportion of the actual work completed and documented on the monthly progress reports.
Upon delivery and acceptance of all work contemplated under this Agreement, the Consultant shall submit one
complete invoice statement of costs incurred and/or amounts earned. Payment of 100% of the total cost claimed will
be made upon receipt and review of such claim. Final audit will determine correctness of all invoiced costs and fmal
payment will be based upon this audit. The Consultant agrees to reimburse the Owner for possible overpayment
determined by final audit.
16
Consultant Name
Consultant Address
Consultant Address
ATTACHMENT G
Page 1
Sample Invoice Form
Date
Invoice No. Client Project No.
Invoice Period Covered County
Consultant Job No. Client Project Description
Client Contract No.
Direct Labor Cost Amount
Overhead Cost Amount
Fixed Fee Amount
Total
Less Amount Previously Billed
Total Current Bill
Subconsultants
Name
Name
Name
Total
FEE ESTIMATE
Estimate of Hours - Supplemental #1
Ridgeway & LaPorte Rd
Waterloo, Iowa
I. Construction Administration
Attachment H
Consultant Fee Schedule
Manager
Principal
Engineer
Engineer
Engineer
V
Technician SURVEY
Technician
VII
Technician
VI
Clerical
Direct Labor
Total
Precon Meeting
6
3
9
Internal Administration
10
2
2
Shop Drawing Review
12
12
Employee Wage Interviews
10
10
Review of Payrolls
12
12
Pay Requests
15
3
18
Change Orders
2
6
8
Weekly Meetings w/ Contractor
32
8
40
Review Product Certs. and Testing Reports
12
12
Attend Pre Pour Meeting
3
3
6
Pre -audit check list & IDOT review
6
16
12
8
42
Final Documentation & Meeting with City
4
12
16
TOTAL HOURS
22
138
31
0
8
199
x Rate
$52.97
$32.69
$32.69
$22.25
$16.50
TOTAL
$1,165.00
$4,511.00
$1,013.00
$0.00
$132.00
$6,821.00
II. Construction Observation
General Observation (8 weeks)
320
320
PCC Plant Monitoring
4
48
52
Review Traffic Control Diary
4
4
0
TOTAL HOURS
4
4
368
0
0
376
x Rate
$52.97
$32.69
$32.69
$22.25
$16.50
TOTAL
$212.00
$131.00
$12,030.00
$0.00
$0.00
$12,373.00
TOTAL HOURS
26
142
399
0
8
575
waterloo budgetConstruction Services
18
Direct Labor
Payroll & Overhead
Total Direct Labor & Overhead
Expenses
$19,194
152.83% $29,334
$48,528
$4,125
Fixed Fee 15% $7,279
Total Estimated Fee $59,932
Contingency
5% $2,633
Maximum Amount Payable $62,565
IOWA DEPARTMENT OF TRANSPORTATION
District 2
JUL 292010
MASON CITY, IA
Contract for Professional Services
Standard Form of Agreement Between Snyder and Associates, Inc.
and the City of Waterloo with Standard Form of Consultant's Services
Supplemental Agreement No. 1
AGREEMENT made as of the 26 day of July
BETWEEN the City of Waterloo
identified as the Owner:
City of Waterloo
Engineering Department
715 Mulberry Street
Waterloo, Iowa 50703
and the Consultant:
Snyder and Associates
5005 Bowling Street SW Suite A
Cedar Rapids, IA 52404
in the year 2010
Contract #775
For the following Project:
The parties hereto entered into an agreement dated the 21st day of December, 2009 for preliminary survey and engineering
services in connection with the design and preparation of plans, specifications, and estimates for the improvement to Ridgeway
Ave. and LaPorte Rd. Intersection Improvements in Blackhawk County. The Owner shall proceed with the construction for the
improvements, subject to the concurrence and approval of the Iowa Department of Transportation (Iowa DOT) and the Federal
Highway Administration (FHWA), (When applicable)
The Owner desires to employ the Consultant to provide additional work in connection with construction engineering services for
the improvements. The Consultant is willing to perform such engineering work in accordance with the terms hereinafter provided
and warrants that it is in compliance with Iowa statutes relating to the licensure of professional engineers.
Project Number STP -U-8155(715)--70-07
1
May 30, 2007
Office of Design
TABLE OF CONTENTS
Article Number And Description
1 Initial Information
1.1 Project Parameters
1.2 Financial Parameters
13 Project Team
1.4 Time Parameters
13 Prequalification
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 Suhconsultant
4 Terms And Conditions
4.1 Ownership of Engineering Documents
4.2 Revision of Plans
43 Extra Work
4.4 Progress Meetings
43 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 Right to Set-off
4.12 Non -Raiding Clause
4.13 General Compliance with Laws
4.14 Subletting, Assignment or Transfer
4.15 Forbidding Use of Outside Agents
4.16 Consultant's Endorsement on Plans
4.17 Compliance with Title 49, Code of Federal Regulations
4.18 Access to Records
4.19 Federal Highways Administration Participation
4.20 Severability
4.21 Choice of Law and Forum
Attachment A - Scope of Services
Attachment B - Specifications
Attachment C - Fees and Payments
Attachment D -Intentionally Omitted
Attachment E - Intentionally Omitted
Attachment F - Intentionally Omitted
Attachment G - Sample Invoice Form (if not part of base agreement)
Attachment H - Consultant Fee Schedule
ARTICLE 1 INITIAL INFORMATION
1.1
This Agreement is based on the following information and assumptions.
Project Parameters
The objective or use is:
The project includes roadway improvements to connect Ridgeway Ave and LaPorte Rd.
1.2 Financial Parameters
1.2.1 The financial parameters are;
Amount of the Owner's budget for the Consultant's compensation is:
$62,564
1.2.2 Amount of the Consultant's budget for the subconsultants' compensation is:
Zero
1.23 Costs for this agreement will be integrated with all previous agreements with the Consultant utilizing the same
contract number.
13 Project Team
1.3.1 The Owner's Designated Representative identified as the Engineer is:
Jeff Bales, Associate Engineer
The Engineer 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 Engineer and chill be subject to the Engineer's approval.
1.3.2 The Consultant's Designated Representative is:
Darin Ligtenberg, P.E., Project Manager
133 The subconsultants retained at the Consultant's expense are:
None
1.4 Time Parameters
Date to Proceed: Consultant is to begin work under this Agreement upon award of the construction contract to a
qualified contractor.
1. Consultant's work shall progress in accordance with the Contractor's schedule.
2. The ending date for this agreement shall be upon completion of final review and audit process (approximately
93 days after completion of all construction).
1.5 Prequalification
The Consultant shall remainprequalified in work category 221, Highway Roadway Construction, as defined in Iowa
Department of Transportation Policy and Procedure No. 300.04, for the duration of this Agreement. Failure to do so
will result in termination of this Agreement.
3
ARTICLE 2 SCOPE OF SERVICES AND O1'F1rR SPECIAL TERMS AND CONDITIONS
2.1 Enumeration of Parts of the Agreement.
2.1.1 The work to be performed by the Consultant under this Agreement shall encompass and include all detail work,
services, materials, equipment and supplies necessary to prepare and deliver the scope of services provided in
Attachment A.
2.1.2 All services herein required and provided shall be in conformity with the Iowa Department of Transportation
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 Consultant Fee Schedule - Attachment H
2.1.4 Refer to the Base Agreement for documents as follows:
.1 Certification Regarding Debarment, Suspension, and Other Responsibility Matters - Attachment D
.2 Certification of Consultant - Attachment E
3 Certification of Owner - Attachment F
.4 Sample Invoice Form - Attachment G
ARTICLE 3 FORM OF COMPENSATION
3.1 Method of Reimbursement
3.1.1 For the Consultant's services as described under Article 2, compensation shall be computed in accordance with one
of the following compensation methods:
Indicate method of payment selected with [X]
.1 1 x ] Cost Plus Fixed Fee - Attachment C
.2 [ 1 Lump Sum - Attachment C
.3 [ ] Specffic Rate of Compensation - Attachment C
.4 1 ] Unit Price - Attachment C
.5 1 ] Fixed Overhead Rate - Attachment C
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 Engineer. 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
Engineer and FHWA (when applicable) have given prior written approval.
4
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 Engineer 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. Any change to these specifications by either the Owner or the Consultant is
subject to review and acceptance by the other party. Additional efforts by the Consultant made necessary by a
change to the CADD software specifications shall be compensated for as Additional Services.
4.1.4 The Owner is aware that significant differences may exist between the electronic files delivered and the respective
construction documents due to addenda, change orders or other revisions. In the event of a conflict between the
signed construction documents prepared by the Consultant and electronic files, the signed construction documents
shall govern.
4.1.5 The Owner may reuse or make modifications to the plans and specifications, or electronic files while agreeing to take
responsibility for any claims arising from any modification or unauthorized reuse of the plans and specifications.
4.2 Revision of Plans
4.2.1 Drafts of work products shall be submitted to the Engineer by the Consultant for review and comment. The
comments received from the Engineer 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
Engineer shall be in writing. In the event there are no comments from the Engineer or reviewing agencies to be
incorporated by the Consultant into the final work product, the Engineer 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 Engineer 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 Engineer in writing. This
work will be paid for as provided in Article 4.3.
5
43 Extra Work
43.1 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 Engineer in writing to that effect. In the event
that the Engineer 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 Engineer, 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 Engineer 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 Engineer, to enable the
Engineer to pass judgment on the features and progress of the work.
4.5 Additional Plans
4.5.1 At the request of the Engineer, 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 and for any reason upon not less than
thirty (30) days' written notice to the Consultant.
4.63 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 Engineer 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 Engineer 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 Engineer up to the date established by the
termination notice. After audit of the Consultant's actual costs to the date established by the Engineer in the
termination notice and after determination by the Engineer of the amount of work satisfactorily performed, the
Engineer 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 Engineer may affect 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
Article 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.
6
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 Engineer.
4.7 Extension of Time
4.7.1 The time for completion of each phase of this Agreement eha11 not be extended because of any delay attributed to the
Consultant, but may be extended by the Engineer in the event of a delay attributed to the Owner or the Engineer, 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 Article 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 Article or mediation pursuant to Article 4.8 shall occur in Story
County, Iowa.
4.10 Responsibility For Claims And Liability
4.10.1 The Consultant shall defend, indemnify and save harmless the Iowa Department of Transportation, the State oflowa,
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, employees, or subconsultants in
connection with performance of this Agreement.
4.11 Right to Set-off
4.11.1 In the event that the Consultant owes the Owner any sum under the terms of this Contract, the Owner may set off the
sum owed to the Owner against any sum owed by the Owner to the Consultant under any other contract or matter in
the Owner's sole discretion, unless otherwise required by law. The Consultant agrees that this provision constitutes
proper and timely notice of the Owner's intent to uti1i'e any right of set-off.
4.12 Non -Raiding Clause
4.12.1 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.
4.13 General Compliance With Laws
4.13.1 The Consultant shall comply with all Federal, State and Local laws and ordinances applicable to the work,
7
4.14 Subletting, Assignment Or Transfer
4.14.1 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 Engineer and approved by the Owner and the Federal Highway
Administration. (When applicable)
4.15 Forbidding Use of Outside Agents
4.15.1 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.
4.16 Consultant's Endorsement On Plans
4.16.1 The Consultant shall endorse the completed computations prepared under this Agreement, and shall affix thereto the
seal of a licensed professional engineer, licensed to practice in the State of Iowa, in accordance with the current Code
of Iowa.
4.17 Compliance With Title 49, Code Of Federal Regulations
4.17.1 During the performance of this Agreement, the Consultant and its assignees and successors in interest agree as
follows:
4.17.1.1 Compliance with Regulations
4.17.1.1.1 The Consultant will comply with the regulations of the U.S. Department of Transportation, relative to
nondiscrimination in federally assisted programs ofthe 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.
4.17.1.2 Nondiscrimination
4.17.1.2.1 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.
4.17.1.3 Solicitation for Subconsultants, Including Procurement of Materials and Equipment
4.17.1.3.1 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 subconsuitant 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.
8
4.17.1.4 Disadvantaged Business Enterprises
4.17.1.4.1 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 onthe 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 Department of Transportation has submitted to the U.S. DOT, or the Consultant has submitted to the Iowa
Department of Transportation, and the U.S. DOT or Department has approved a disadvantaged business enterprise
affirmative action program which the Iowa Department of Transportation 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 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.
4.17.1.5 Information and Reports
4.17.1.5.1 The Consultant will provide all information and reports required by the regulations, orders and instructions issued
pursuant thereto, and will permit access to its books, records, accounts, other sources of information, and its facilities
as may be determined by the Owner or the Federal Highway Administration, 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, or
the Federal Highway Adrninistration, as appropriate, and shall set forth what efforts it has made to obtain information.
4.17.1.6 Sanctions for Noncompliance
4.17.1.6.1 In the event of the Consultant's noncompliance with the nondiscrimination provisions of this Agreement, the Owner
shall impose such contract sanctions as it, or the Federal Highway Administration, 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.
4.17.1.7 Incorporation of Provisions
4.17.1.7.1 The Consultant will include the provisions of Article 4.17.1.1 through 4.17.1.6 of this Agreement in every
subagreement, including procurements of materials and lease of equipment, unless exempt by the regulations, orders
or instructions issued pursuant thereto. The Consultant will take such action with respect to any subagreement or
procurement as the Owner or Federal Highway Administration 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 State to enter into such litigation to protect the interests of the State and, in addition, the Consultant may request
the United States to enter into such litigation to protect the interests of the United States.
9
4.18 Access To Records
4.18.1 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 State, Federal Highway Administration, or any authorized representatives of the Federal Government, and copies
thereof shall be furnished, if requested.
4.19 Iowa DOT and Federal Highway Administration Participation
4.19.1 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.
4.20 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 thereofnot adjudged invalid
or unconstitutional.
4.21 Choice of Law and Forum
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 ofa quasi-judicial
or judicial nature is commenced in connection with this Agreement, the exclusive jurisdiction for the proceeding shall
be brought in the Linn County District Court for the State of Iowa, Cedar Rapids, 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.
10
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.
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.
Snyde and Associate
David A. gtoklasa
Office Manager
Ernest G. Clark
Mayor
Iowa Department of Transportation
Accepted for FHWA Authorization*
Date: , /, ' d
Date:
By: Date:
Robert Welper
Local Systems Engineer
Iowa DOT District 2
95)111,7
ikk) , 6796 to
* 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.
11
ATTACHMENT A
Scope of Services
DESIGN SERVICES
The Engineer shall provide Construction Engineering Services, as required for the construction of a new
intersection at the comer of Ridgeway Ave and LaPorte Rd.
TASK 1— CONSTRUCTION ADMINISTRATION
The Engineer will provide the following Construction Administration services for the project
described above:
1. Arrange and conduct a pre -construction conference with the Contractor, City, and IDOT to
review project requirements, details of construction, utility conflicts, and work schedule prior
to construction. The Engineer will prepare and distribute minutes of the meeting.
2. Review the Contractor's proposed Progress. Schedule and prepare the Notice to Proceed.
3. Review Subcontractor Request and Approval Forms, and make a recommendation.
4. Perform shop drawing review of traffic signal hardware and associated appurtenances.
5. Prepare Contract Quantity Agreements.
6. Prepare change orders as required.
7. Prepare monthly Applications for Pay Estimates.
8. Review product certifications, PC Concrete mix design, and other material tickets for general
compliance with the construction contract.
9. Review weekly contractor payrolls and conduct on-site wage interviews of the contractor's
personnel.
10. Review materials testing reports.
11. Review PCC Plant reports.
12. Conduct a post -construction project and materials audit.
13. Conduct project close-out procedures and prepared associated documentation per IDOT I. M.
3.910, including Attachment E (Pre -Audit Checklist) and Attachment F (Final Forms Packet
Checklist).
14. Attend weekly construction meetings and pre -pour meetings on site as needed.
TASK 2 — CONSTRUCTION OBSERVATION
The Engineer will provide Construction Observation services for the project described above, which
shall be in accordance with Iowa Department of Transportation's policies and procedures identified
in the Construction Manual. Specific tasks include:
1. Observe Contractor's work for general conformance with plans and specifications.
2. Assist with the clarification and interpretation of the Contract Documents.
12
3. Assist with the evaluation of Contractor's suggestions for modifications to Drawings or
specifications and provide a reconunendation.
4. Provide and supervise PCC Plant Monitor in accordance with IDOT regulations.
5. Review Contractor's Traffic Control and diary.
6. Review and document Contractor's daily progress and all material tests.
7. Prepare the Weekly Working Day Reports.
8. Measure final quantities for payment.
If the Contractor exceeds the estimated working days in completing construction of the project, or if
change orders or project additions require additional working days, the Engineer shall be
compensated for any additional administration, construction observation, and staking services as
authorized by the City
13
Refer to Base Agreement
ATTACHMENT B
Specifications
14
ATTACHMENT C ( referenced from 3.1)
Cost Plus Fixed Fee
3.1.1 FEES AND PAYMENTS
3.1.1.1 Fees. For full and complete compensation for all work, materials, and services furnished under the terms of this
Agreement, the Consultant shall be paid fees in the amounts of the Consultant's actual cost plus applicable fixed fee
amount. Consultants' actual costs shall include payments to any subconsultants. The estimated actual costs and fixed
fee are shown below and are itemized in Attachment H. The nature of engineering services is such that actual costs are
not completely determinate. Therefore, it is possible that the Consultant's actual costs may exceed those shown in
Attachment H and as shown below. A contingency amount'has been established to provide for actual costs that
exceed those estimated.
Estimated Actual Costs
Fixed Fee (Prime Only)
Contingency (Prime Only)
Maximum Amount Payable
$ 52,653
$ 7,279
$ 2,633
$ 62,564
If at any time during the work the Consultant determines that its actual costs will exceed the estimated actual costs,
thus necessitating the use of a contingency amount, it will promptly so notify the Engineer in writing and describe
what costs are causing the overrun and the reason. The Consultant shall not exceed the estimated actual costs without
the prior written approval of the Engineer. The Owner or the Iowa DOT may audit the Consultant's cost records
prior to authorizing the use of a contingency amount. The Consultant shall establish a procedure for comparing the
actual costs incurred during the performance of the work to the estimated actual costs listed above.
The purpose is to monitor these two elements and thus provide for early identification of any potential for the actual
costs exceeding the estimated actual costs. If the Consultant exceeds the estimated actual costs for any reason (other
than that covered in Section 3.1.1.23) before the Engineer is notified in writing, the State will have the right, at its
discretion, to deny the use of the contingency amount
The fixed fee amount will not be changed unless there is a substantial change in scope, character, or complexity of the
services covered by this Agreement or the time schedule is changed by the Owner. Any change in the fixed fee
amount will be made by a Supplemental Agreement or Extra Work Order. The maximum amount payable under this
Agreement is $ 62,564, which is the sum of the above amounts. The maximum amount payable can not be exceeded
except by Supplemental Agreement or Extra Work Order if the Consultant establishes there is a substantial change in
scope, character, or complexity of the services covered by this Agreement and the Engineer agrees. If at any time it
is determined that a maximum amount payable will be or has been exceeded, the Consultant shall immediately so
notify the Engineer in writing. The maximum amount payable may be increased by a Supplemental Agreement or
Extra Work Order, or this Agreement will be terminated, with the Owner having the right, at its discretion, to
terminate this Agreement without payment of the amount exceeding the maximum amount payable. The Owner may
audit the Consultant's cost records prior to making, a decision whether or not to increase the maximum amount
payable.
3.1.1.2 Reimbursable Costs. Reimbursable costs are the actual costs incurred by the Consultant which are attributable to
the specific work covered by this Agreement and allowable under the provisions of Title 48, Subchapter E., Part 30
(full cost accounting standards; when applicable), section 31.105 and Subpart 31.2 of the current Federal Acquisition.
Regulation. These include the following:
1. Salaries of the employees for time directly chargeable to work covered by the Agreement, and salaries of
principals for time they are productively engaged in work necessary to fulfill the terms of the Agreement.
15
2. Direct non -salary costs incurred in fulfilling the terms of this Agreement. The Consultant will be required to
submit a detailed listing of direct non -salary costs incurred and certify that such costs are not included in
overhead expense pool. These costs may include travel and subsistence, reproductions, computer charges and
materials and supplies.
3. The indirect costs (salary related expenses and general overhead costs) to the extent that they are properly
allowable to the work covered by this Agreement. The Consultant has submitted to the Owner the following
indirect costs as percentages of direct salary costs to be used provisionally for progress payments for work
accomplished during the Consultant's current fiscal year. Salary related expenses are 58.09% of direct salary
costs and general overhead costs are 94.74% of direct salary costs. Use of updated overhead percentage rates
shall be requested by the Consultant after the close of each fiscal year and shall be used to update previous
year invoices and subsequent year as a provisional rate for invoicing in order to more accurately reflect the
cost of work during the previous and subsequent years. Any actual fiscal year or fiscal year's audited or
unaudited indirect costs rates known by the Consultant shall be used in computing the final invoice statement.
All unverified overhead rates shall have a schedule of computation supporting the proposed rate attached to the
final bill. Prior to final payment for work completed under this Agreement all indirect cost rates shall be
audited and adjusted to actual rates through the most recently completed fiscal year during which the work was
actually accomplished. In the event that the work is completed in the current fiscal year, audited indirect cost
rates for the most recently completed fiscal year maybe applied also to work accomplished in the current fiscal
year. If these new rates cause the estimated actual costs to be exceeded, the contingency amount will be used.
3.1.13 Premium Overtime Pay. Premium overtime pay (pay over normal hourly pay) shall not exceed 2 percent of the total
direct salary cost without written authorization.
3.1.1.4 Payments. Monthly payments shall be made based on the percentage of work completed and substantiated by
monthly progress reports. The report shall indicate the direct and indirect costs associated with the work completed
during the month. The Engineer will check such progress reports and payment will be made for the direct non -salary
costs and salary and indirect costs during said month, plus a portion of the fixed fee. The portion of the fixed fee to
be paid will be in the proportion of the actual work completed and documented on the monthly progress reports.
Upon delivery and acceptance of all work contemplated under this Agreement, the Consultant shall submit one
complete invoice statement of costs incurred and/or amounts earned. Payment of 100% of the total cost claimed will
be made upon receipt and review of such claim. Final audit will determine correctness of all invoiced costs and final
payment will be based upon this audit. The Consultant agrees to reimburse the Owner for possible overpayment
determined by final audit.
16
Consultant Name
Consultant Address
Consultant Address
ATTACHMENT G
Page 1
Sample Invoice Form
Date
Invoice No. Client Project No.
Invoice Period Covered County
Consultant Job No. Client Project Description
Client Contract No.
Direct Labor Cost Amount
Overhead Cost Amount
Fixed Fee Amount
Total
Less Amount Previously Billed
Total Current Bill
Subconsultants
Name
Name
Name
Total
FEE ESTIMATE
Estimate of Hours - Supplemental #1
Ridgeway & LaPorte Rd
Waterloo, Iowa
Attachment 11
Consultant Fee Schedule
Manager
Engineer
Technician SURVEY
1 Construction Administration
Precon Meetin•
Internal Administration
Shoe Drawin. Review
Em•lo ee Wage Interviews
Review of Pa rolls
Pa Res uests
Chane Orders
Weekly Meetin•s w/ Contractor
Review Product Certs. and Testing Reports
Attend Pre Pour Meetin.
Pre -audit check list & IDOT review
TOTAL HOURS
x Rate
TOTAL
1I. Construction Observation
General Observation 8 weeks)
PCC Plant Monitorin.
Review Traffic Control Dia
Principal
Engineer
10
2
6
4
22
$52.97
$1,165.00
Engineer
V
6
2
12
10
12
15
6
32
12
3
16
12
138
$32.69
$4,511.00
4
4
Technician
VII
3
2
Technician
VI
Clerical
3
8
3
12
8
31
$32.69
$1,013.00
320
48
0
$22.25
$0.00
8
$16.50
$132.00
TOTAL HOURS
x Rate
TOTAL
TOTAL HOURS
4
$52.97
$212.00
26
4
$32.69
$131.00
142
368
$32.69
$12,030.00
399
0
$22.25
$0.00
0
0
$16.50
$0.00
8
Direct Labor
Total
9
12
10
12
18
8
40
12
6
42
16
199
$6,821.00
320
52
4
0
376
$12,373.00
575
waterloo budgetConsiruction Services
18
Direct Labor
Payrol & Overhead
Total Direct Labor & Overhead
Expenses
Fixed Fee
Total Estimated Fee
Contingency
Maximum Amount Payable
152.83%
$19,194
$29,334
$48,528
$4,125
15% $7,279
$59,932
5% $2,633
$62,565
CITY OF WATERLOO
DEPARTMENT OF ENGINEERING TRANSMITTAL
715 Mulberry Street Waterloo, IA 50703
DATE:8/6/10
TO: Maria Armstrong
Transmitted herewith are:
QUANTITY
Contract No.775
PROJECT:Ridgeway Ave./La Porte Rd.
DESCRIPTION
Agreement
Change Order Contracts and Bonds
Engineering Contract
Maintenance Bond
Plans and Specifications
Punch List
TV Reports
One Original Supplemental Agreement No. 1
One Copy Each
n
n
n
Federal Funding Authorization, "Notice -To -Proceed" Letter
For your Action
For your Approval
For your Information
For El
your signature
Other
b� Per Your Request
❑ Per our Conversation
[1 For your review
For your Files
COMMENTS:
Cc: Michelle Weidner w/attachments, Pauline Closson w/attachments, File w/attachments
City Engineering Department
0
c
By'
r,?
Jeff Bales, ssociate Engineer
044._
Mayor
BUCK
CLARK
COUNCIL
MEMBERS
CITY OF WATERLOO, IOWA
WATERLOO ENGINEERING DEPARTMENT
715 Mulberry Street • Waterloo, IA 50703 • (319) 291-4312 Fax (319) 291-4262
ERIC THORSON, P.E. • City Engineer email: city.engineer@waterloo-ia.org
August 6, 2010
Snyder and Associates
Attn: Darin Ligtenberg, P.E.
5005 Bowling Street Suite A
Cedar Rapids, IA 52404
DAVID
JONES
Ward 1
CAROLYN
COLE
if and 2
HAROLD
GETTY
Ward 3
QUENTIN M.
HART
Ward 4
RON
WELPER
Ward 5
BOB
GREENWOOD
At -Large
STEVE
SCH MIITT
At -Large
RE: Ridgeway Avenue and La Porte Road Intersection Improvements
STP -U-8155(715)-70-07
City Contract No. 775
Supplemental Agreement No. 1
With Snyder and Associates
Notice -To -Proceed
Dear Darin:
Attached is a fully -signed contract for professional services, Supplemental Agreement
No. 1 for the above -referenced project.
Please consider this letter your "Notice -To -Proceed" with work under this agreement,
effective August 6th, 2010.
If you have any questions, please advise.
Sincerely,
Jeff Bales
Associate Engineer
CITY WEBSITE: www.cityofwaterlooiowa.com
WE'RE WORKING FOR YOU!
An Equal Opportunity/Affirmative Action Employer