HomeMy WebLinkAbout4Cs Consulting - 6/19/20174C's Consulting, LLC
April 17, 2017
Owner Project No. TOF-271
Iowa DOT Project No. STP-U-
8155(756)--70-07
Standard Consultant Contract
For Local Public Agency Consultant Contracts with Federal -aid Participation
This AGREEMENT, made as of the date of the last party's signature below, is by and
BETWEEN City of Waterloo, the Owner, located at:
715 Mulberry Street
Waterloo, Iowa 50703
Phone: (319) 291-4440 FAX: (319) 291-4094
and 4C's Consulting, LLC, the Consultant, located at:
1408 Oakcrest Dr., Waterloo, IA 50701
Phone: (319) 530-5426 FAX: (319) 833-8193
For the following Project: MPO-Wide Children Traffic Safety Awareness Campaign
The Owner has decided to proceed with the Project, subject to the concurrence and approval of the Iowa
Department of Transportation (Iowa DOT), and the Federal Highway Administration (FHWA), U.S.
Department of Transportation (when applicable).
The Owner desires to employ the Consultant to provide video production, television broadcast and social
medial marketing,
and limited public relations services to assist with the development and completion of the Project. The
Consultant is willing to perform these services in accordance with the terms of this Agreement.
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TABLE OF CONTENTS
Article Number And Description
1 Initial Information
1.1 Project Parameters
1.2 Financial Parameters
1.3 Project Team
1.4 Time Parameters
2 Entire Agreement, Required Guidance and Applicable Law
2.1 Entire Agreement of the Parties
2.2 Required Guidance
2.3 Applicable Law
3 Form of Compensation
3.1 Method of Reimbursement for the Consultant
3.2 Subconsultant's Responsibilities for Reimbursement
4 Terms and Conditions
4.1 Ownership of Engineering Documents
4.2 Subconsultant Contract Provisions and Flow Down
4.3 Consultant's Endorsement on Plans
4.4 Progress Meetings
4.5 Additional Documents
4.6 Revision of Work Product
4.7 Extra Work
4.8 Extension of Time
4.9 Responsibility for Claims and Liability
4.10 Current and Former Agency Employees (Conflicts of Interest)
4.11 Suspension of Work
4.12 Termination of Agreement
4.13 Right to Set-off
4.14 Assignment or Transfer
4.15 Access to Records
4.16 Iowa DOT and FHWA Participation
4.17 Nondiscrimination Requirements
4.18 Compliance with Title 49, Code of Federal Regulations, Part 26
4.19 Severability
Attachment A
Attachment C
Attachment D
Attachment E
Attachment F
Attachment G
Attachment H
Attachment I -
4C's Consulting, LLC
April 17, 2017
- Scope of Services
- Fees and Payments
- Certification Regarding Debarment, Suspension, and Other Responsibility Matters
- Certification of Consultant
- Certification of Owner
- Sample Invoice Form
- Consultant Fee Proposal
Subconsultant Scope and Budget
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ARTICLE 1 INITIAL INFORMATION
This Agreement is based on the following information and assumptions.
1.1 Project Parameters
The objective or use is: To increase children traffic safety awareness.
1.2 Financial Parameters
1.2.1 Amount of the Owner's budget for the Consultant's compensation is:
$37,500
1.2.2 Amount of the Consultant's budget for the subconsultants' compensation is:
$12,700
1.3 Project Team
1.3.1 The Owner's Designated Representative, identified as the Contract Administrator is:
Mohammad Elahi
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:
A. Denita Gadson
1.3.3 The subconsultants retained at the Consultant's expense are identified in the following table:
Subconsultant Amount Authorized Maximum Amount Payable Method of Payment
Cocoa Creative $12,700 12,700 Lump -Sum -
Progressive Invoicing
1.4 Time Parameters
1.4.1 The Consultant shall begin work under this Agreement upon receipt of a written notice to proceed
from the Owner.
1.4.2 Milestones for completion of the work under this Agreement as follows:
1. Phase I. Work will commence with: creating marketing plan to include research to identify
messaging to children, appropriate channels to reach target audience, preferably television
advertisements and social media; conducting pre -production (create graphics, story boards &
mock up; and shooting video. This phase should be completed and accepted in 60 calendar
days after receiving the notice to proceed.
2. Phase II. The Consultant begins to execute the plan. The final video, marketing and promotion
using social media and offline channels will be completed in a manner acceptable to the Owner
on or before September 8, 2017 or 120 days after receiving the notice to proceed.
3. Phase III -Wrap Up. The Consultant will assemble analytics and present a final report. We
will prepare a case study of the project with future recommendations. Completion of all work
under this agreement shall be on or before October 6, 2017 unless extended by written
approval of the Contract Administrator or adjusted by supplemental agreement.
1.4.3 The Consultant shall not begin activities until after the Owner has been notified by the Iowa DOT
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that FHWA Environmental Concurrence has been obtained. Upon receipt of such notice, the
Owner will provide the Consultant notice to proceed.
ARTICLE 2 ENTIRE AGREEMENT, REQUIRED GUIDANCE, AND APPLICABLE LAW
2.1 Entire Agreement of the Parties. 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 both Owner and Consultant. This Agreement comprises the documents listed as
attachments in the Table of Contents. 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.
2.2 Required Guidance. All services shall be in conformity with the Specifications outlined in Attachment B, the
Iowa Department of Transportation Federal -aid Project Development Guide, Instructional Memorandums to
Local Public Agencies (I.M.$), and other standards, guides or policies referenced therein. 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.
2.3 Applicable Law. 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 of
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. The
Consultant shall comply with all Federal, State and local laws and ordinances applicable to the work
performed under this Agreement.
ARTICLE 3 FORM OF COMPENSATION
3.1 Method of Reimbursement for the Consultant.
3.1.1 Compensation for the Consultant shall be computed in accordance with one of the following
compensation methods, as defined in Attachment C: (mark method selected with an In
.1 [] Cost Plus Fixed Fee - Attachment C
.2 X Lump Sum - Attachment C
.3 [ ] Specific Rate of Compensation - Attachment C
.4 [ ] Unit Price - Attachment C
.5 [ ] Fixed Overhead Rate - Attachment C
3.1.2 When applicable, compensation for the subconsultant(s) shall be computed in accordance with one
of the payment methods listed in section 3.1.1. Refer to section 1.3.3 for identification of the method of
payment utilized in the subconsultant(s) contract. The compensation method utilized for each subconsultant
shall be defined within the subconsultant contract to the Consultant.
3.2 Subconsultant's Responsibilities for Reimbursement. The Consultant shall require the subconsultants
(if applicable) to notify them if they at any time determine that their costs will exceed their estimated actual
costs. The Consultant shall not allow the subconsultants to exceed their estimated actual costs without
prior written approval of the Contract Administrator. The prime Consultant is cautioned that cost under -
runs associated with any subconsultants contract are not available for use by the prime Consultant or other
subconsultant unless the Contract Administrator, Iowa DOT, 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 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. 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 Subconsultant Contract Provisions and Flow Down
4.2.1 All provisions of this Agreement between the Owner and Consultant shall also apply to all
subconsultants hired by the Consultant to perform work pursuant to this Agreement. It is the Consultant's
responsibility to ensure all contracts between Consultant and its subconsultants contain all provisions
required of Consultant in this Agreement. The only recognized exception to this requirement is under
provision 3.1.2 when the subconsultant has a different method of reimbursement than the Consultant.
4.2.2 The Consultant may not restrict communications between the Owner and any of the
subconsultants. The Consultant will encourage open communication among the Owner, the Consultant
and the subconsultants.
4.3 Consultant's Endorsement on Plans. The Consultant and its subconsultants shall endorse and certify the
completed project deliverables prepared under this Agreement, and shall affix thereto the seal of a
professional engineer or architect (as applicable), licensed to practice in the State of Iowa, in accordance
with the current Code of Iowa and Iowa Administrative Code.
4.4 Progress Meetings. 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 Documents. At the request of the Contract Administrator, the Consultant shall furnish
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sufficient documents, or other data, in such detail as may be required for the purpose of review.
4.6 Revision of Work Product
4.6.1 Drafts of work products shall be reviewed by the Consultant for quality control and then 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."
4.6.2 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 to the project schedule. 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.
4.6.3 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 4.7. The
Consultant will allow no more than three modifications culminating in the final version of each phase of the
project.
4.7 Extra Work. 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 Consultant shall promptly develop a scope and budget for the extra work and
submit it to the Contract Administrator. 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. The Consultant shall
not proceed with "Extra Work" without prior written approval from the Owner and concurrence from the Iowa
DOT. Prior to receipt of a fully executed Supplemental Agreement and written Notice to Proceed, any cost
incurred that exceeds individual task costs, or estimated actual cost, or the maximum amount payable is at
the Consultant's risk. The Owner has the right, at its discretion, to disallow those costs. However, the
Owner shall have benefit of the service rendered.
4.8 Extension of Time. 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
beyond the reasonable control of the Consultant.
4.9 Responsibility For Claims And Liability
4.9.1 The Consultant agrees to defend, indemnify, and hold the Owner, the State of Iowa, the Iowa DOT,
their agents, employees, representatives, assigns and successors harmless for any and all liabilities, costs,
demands, losses, claims, damages, expenses, or attorneys' fees, including any stipulated damages or
penalties, which may be suffered by the Owner as the result of, arising out of, or related to, the negligence,
negligent errors or omissions, gross negligence, willfully wrongful misconduct, or breach of any covenant or
warranty in this Agreement of or by the Consultant or any of its employees, agents, directors, officers,
subcontractors or subconsultants, in connection with this Agreement.
4.9.2 The Consultant shall obtain and keep in force insurance coverage for professional liability (errors
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and omissions) with a minimum limit of $1,000,000 per claim and in the aggregate, and all such other
insurance required by law. Proof of Consultant's insurance for professional liability coverage and all such
other insurance required by law will be provided to the Owner at the time the contract is executed and upon
each insurance coverage renewal.
4.10 Current and Former Agency Employees (Conflicts of Interest)
The Consultant shall not engage the services of any current employee of the Owner or the Iowa DOT
unless it obtains the approval of the Owner or the Iowa DOT, as applicable, and it does not create a conflict
of interest under the provisions of Iowa Code section 68B.2A. The Consultant shall not engage the services
of a former employee of the Owner or the Iowa DOT, as applicable, unless it conforms to the two-year ban
outlined in Iowa Code section 68B.7. Similarly, the Consultant shall not engage the services of current or
former FHWA employee without prior written consent of the FHWA, and the relationship meets the same
requirements for State and local agency employees set forth in the above -referenced Iowa Code sections
and the applicable Federal laws, regulations, and policies.
4.11 Suspension of Work under this Agreement
4.11.1 The, right is reserved by the Owner to suspend the work being performed pursuant to 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 the
applicable provisions in Article 4.12.2 or Article 4.12.3 below.
4.11.2 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.
4.11.3 In the event the Owner suspends the work being performed pursuant to this Agreement the
Consultant with approval from the Contract Administrator, has the option, after 180 days to terminate the
contract.
4.12 Termination of Agreement
4.12.1 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.
4.12.2 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, as identified 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 Maximum Amount Payable.
4.12.3 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.
4.12.4 This Agreement will be considered completed when the scope of the project has progressed
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sufficiently to make it clear that the video and subsequent marketing/public relation activities can be
completed without further revisions in that work, or if the Consultant is released prior to such time by written
notice.
4.13 Right to Set-off. 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.
4.14 Assignment or Transfer. The Consultant is prohibited from assigning or transferring all or a part of its
interest in this Agreement, unless written consent is obtained from the Contract Administrator and
concurrence is received from the Iowa DOT and FHWA, if applicable.
4.15 Access to Records. 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 closure of the
Federal -aid project with FHWA, for inspection and audit by the Owner, the Iowa DOT, the FHWA, or any
authorized representatives of the Federal Government; and copies thereof shall be furnished, if requested.
4.16 Iowa DOT and FHWA Participation. The work under this Agreement is contingent upon and subject to the
approval of the Iowa DOT and FHWA, when applicable. The Iowa DOT and FHWA 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 as well as any final deliverable.
4.17 Nondiscrimination Requirements.
4.17.1 During the performance of this Agreement, the Consultant agrees to comply with the regulations of.
the U.S. Department of Transportation, contained in Title 49, Code of Federal Regulations, Part 21, and the
Code of Iowa. The Consultant will not discriminate on the grounds of race, religion, age, physical disability,
color, sex, sexual orientation, or national origin in its employment practices, in the selection and retention of
subconsultants, and in its procurement of materials and leases of equipment.
4.17.2 In ail 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, color, sex, sexual orientation, or national origin.
4.17.3 In the event of the Consultant's noncompliance with the nondiscrimination provisions of this
Agreement, the Owner shall impose such contract sanctions as it, the Iowa DOT, or the FHWA may
determine to be appropriate, including, but not limited to withholding of payments to the Consultant under
the Agreement until the Consultant complies, or the Agreement is otherwise suspended or terminated.
4.17.4 The Consultant shall comply with the following provisions of Appendix A of the U.S. DOT Standard
Assurances:
During the performance of this contract, the Consultant, for itself, its assignees and successors in interest
(hereinafter referred to as the "Consultant) agrees as follows:
1. Compliance with Regulations: The Consultant shall comply with the Regulations relative to non-
discrimination in Federally assisted programs of the Department of Transportation (hereinafter, "DOT')
Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time, (hereinafter
referred to as the Regulations), which are herein incorporated by reference and made a part of this
contract.
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2. Nondiscrimination: The Consultant, with regard to the work performed by it during the contract, shall
not discriminate on the grounds of race, color, national origin, sex, age, or disability in the selection and
retention of subconsultants, including procurement of materials and leases of equipment. The
Consultant shall not participate either directly or indirectly in the discrimination prohibited by section
21.5 of the Regulations, including employment practices when the contract covers a program set forth
in Appendix B of the Regulations.
3. Solicitations for Subcontracts, Including Procurement of Materials and Equipment: 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 leases of equipment, each potential subconsultant or
supplier shall be notified by the Consultant of the Consultants obligations under this contract and the
Regulations relative to non-discrimination on the grounds of race, color, national origin, sex, age, or
disability.
4. Information and Reports: The Consultant shall provide all information and reports required by the
Regulations or directives issued pursuant there to, and shall permit access to its books, records,
accounts, other sources of information, and its facilities as may be determined by the Owner, the Iowa
Department of Transportation or Federal Highway Administration to be pertinent to ascertain compliance
with such 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 Department of Transportation or the Federal Highway Administration as
appropriate, and shall set forth what efforts it has made to obtain the information.
5. Sanctions for Noncompliance: In the event of the Consultants noncompliance with the
nondiscrimination provisions of this contract, the Owner shall impose such contract sanctions as it, the
Iowa Department of Transportation or the Federal Highway Administration may determine to be
appropriate, including, but not limited to:
a. withholding of payments to the Consultant under the contract until the Consultant complies,
and/or
b. cancellation, termination or suspension of the contract, in whole or in part.
6. Incorporation of Provisions: The Consultant shall include the provisions of paragraphs (1) through
(6) in every subcontract, including procurement of materials and leases of equipment, unless exempt by
the Regulations, or directives issued pursuant thereto. The Consultant shall take such action with
respect to any subcontract or procurement as the Owner, the Iowa Department of Transportation or the
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 Owner or the Iowa Department of Transportation to enter into such litigation to protect
the interests of the Owner or the Iowa Department of Transportation; and, in addition, the Consultant
may request the United States to enter into such litigation to protect the interests of the United States.
4.18 Compliance with Title 49, Code of Federal Regulations, Part 26
4.18.1 The Consultant agrees 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.
4.18.2 The Consultant shall pay its subconsultants for satisfactory performance of their work no later than
30 days from receipt of each payment it receives from the Owner for such work. If the Owner holds
retainage from the Consultant, the Consultant may also withhold retainage from its subconsultant(s). If
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retainage is withheld from a subconsultant, full payment of such retainage shall be made within 30 days after
the subconsultant's work is satisfactorily completed.
4.18.3 Upon notification to the Consultant of its failure to carry out the requirements of this Article, the
Owner, the Iowa DOT, or the FHWA may 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 is hereby advised that failure to fully comply with the requirements of this Article
shall constitute a breach of contract and may result in termination of this Agreement by the Owner or such
remedy as the Owner, Iowa DOT or the FHWA deems appropriate, which may include, but is not limited to:
1. withholding monthly progress payments;
2. assessing sanctions;
3. liquidated damages; and / or
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.
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.
By
By
4C's Consulting, LLC
AuguT6ta Gadson
CEO, 4C's Consulting, LLC
Quentin Hart
Mayor
Date:
Date: b�lti'11
IOWA DEPARTMENT OF TRANSPORTATION
Accepted for FHWA 1i�?/d1�� 1/�/AAAuthorization* /
BY /!�`_ Date: h /y a oZ421
Name ' e'' (/1!? /.-
Title 0.S17"c 6cA/ ,57'h'5
* The Iowa DOT is not a party to this agreement. However, by signing this agreement, the Iowa DOT is
indicating=the=werl prnpasedhrade this Agreement iszcceptable=for kLWA=authorizatio Federal funds
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ATTACHMENT A
Scope of Services
Project
4C's Consulting, LLC
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The "MPO-Wide Children's Traffic Safety" campaign will begin near the start of summer (2017) and run through early
fall (2017). The goal of the campaign is to increase children traffic safety awareness at the local community level.
This campaign will bring heightened awareness of the dangers attributed to traffic.
The use of online media, out of home digital displays, video production, graphic design, public relations, and print
media will be explored and best option selected to reach the target audience. The Consultants will collaborate with
local businesses and organizations, creating an opportunity for them contribute to the campaign through cross
marketing engagement that will yield financial support to the Cedar Valley Drive Safe program.
There will be monthly progress reporting by the Consultant. If the Consultant is of the opinion additional effort will be
required, the Consultant will so notify the Contract Administrator, in accordance with Paragraph 4.7. The
Contract Administrator will provide written approval or disapproval for the Consultant to incorporate said update
into the work and indicate how payment for such work will be addressed.
Tasks
Task 1: Conduct market research and create a marketing plan to include research to identify messaging to
children. Research and explore use of mass media, online media, out of home digital displays, video
production, graphic design, and print media to select the best option to reach the target audience.
Task 2: Contact local businesses and organizations to explore creating an opportunity for them contribute to
the campaign through, donated time and service and cross marketing engagement to yield financial support
or extend the reach over time of the project.
Task 3: Produce monthly progress reports and Invoices and administration work
Task 4: Overall management of the project including production, placement of advertisements and
marketing programs in local media, news release and publicity, and administrative tasks.
Cocoa Creative, the subconsultant, will be handling video production, graphic design, interactive media creative and
production, and post -campaign analytics.
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ATTACHMENT C (referenced from 3.1)
Lump Sum
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 on a lump sum basis and payment of this amount shall be
considered as full and complete compensation for all work, materials and services furnished under the terms
of this Agreement. The lump sum amount shall be $ 37,500. The estimated staff hours and fees are shown
in Attachment H-1 *
The lump sum amount 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 lump sum
amount will be by Supplemental Agreement.
3.1.1.2 Reimbursable Costs. Reimbursement of costs is limited to those that are attributable to the specific work
covered by this Agreement and allowable under the provisions of the Code of Federal Regulations (CFR),
Title 48, Federal Acquisition Regulation System, Subchapter E., Part 30 (when applicable), and Part 31,
Section 31.105 and Subpart 31.2. In addition to Title 48 requirements, for meals to be eligible for
reimbursement, an overnight stay will be required.
3.1.1.3 Premium Overtime Pay. Not applicable.
3.1.1.4 Payments. Monthly payments for work completed shall be based on the percentage of work completed and
substantiated by monthly progress reports. The Contract Administrator will check such progress reports
and payment will be made for the proportional amount of the lump sum fee. The Owner shall retain from
each monthly payment for construction inspection or construction administration services 0% of the amount
due.
**
Invoices shall clearly identify the beginning and ending dates of the prime's and subconsultant's billing
cycles. All direct and indirect costs incurred during the billing cycle shall be invoiced. Costs incurred from
prior billing cycles and previously not billed, will not be allowed for reimbursement unless approved by the
Contract Administrator.
Upon completion, delivery, and acceptance of all work contemplated under this Agreement, the Consultant
shall submit one complete invoice statement for the balance of the lump sum fee. Payment of 100% of the
total cost claimed, inclusive of retainage, if applicable, will be made upon receipt and review of such claim.
The Consultant agrees to reimburse the Owner for possible overpayment determined by final audit.
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April 17, 2017
ATTACHMENT D
CERTIFICATION REGARDING DEBARMENT, SUSPENSION, AND OTHER
RESPONSIBILITY MATTERS PRIMARY COVERED TRANSACTIONS
Instructions for Certification
1. By signing and submitting this proposal, the prospective primary participant is providing the certification set out
below.
2. 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.
3. 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 or default.
4. 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.
5. 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.
6. 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.
7. 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.
8. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier
covered transaction that it is not debarred, suspended, ineligible, or voluntarily excluded from the covered
transaction, unless it knows that the certification is erroneous. A participant may decide the method and
frequency by which it determines the eligibility of its principals. Each participant may, but is not required to, check
the Nonprocurement List.
9. 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.
10. 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
Page 13 of 21
4C's Consulting, LLC
April 17, 2017
the Federal Government, the department or agency may terminate this transaction for cause or default.
Certification Regarding Debarment, Suspension, and Other Responsibility Matters - Primary Covered
Transactions
(1) The prospective primary participant certifies to the best of its knowledge and belief, that it and its principals:
(a) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily
excluded from covered transactions by any Federal department or agency;
(b) Have not within a three-year period preceding this proposal been convicted of or had a civil judgment
rendered against them for commission of fraud or a criminal offense in connection with obtaining,
attempting to obtain, or performing a public (Federal, State or local) transaction or contract under a public
transaction; violation of Federal or State Antitrust statutes 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, Augusta Denita Gadson, CEO of the 4C's Consulting, LLC Company, being duly
sworn (or under penalty of perjury under the laws of the United States and the State of Iowa) do hereby certify that
the above Statements are true and correct.
Subscribed and sworn to this 17 day of
April
(month)
2017
(year)
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April 17, 2017
ATTACHMENT E
CERTIFICATION OF CONSULTANT
I hereby certify that I, Augusta Gadson, am the CEO and duly authorized representative of the firm of 4C's
Consulting, LLC, whose address is 1408 Oakcrest Dr., Waterloo, IA 50701 or POB 4128, Waterloo, IA 50704, and
that neither the above firm nor I 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 Federalaid highway funds, and is subject to applicable, State and Federal laws, both criminal and
civil.
August adson
gnature
April 17 2017
Date
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4C's Consulting, LLC
April 17, 2017
ATTACHMENT
CERTIFICATION OF OWNER
I hereby certify that I, Mohammad Elahi, am the traffic Engineer and the duly authorized representative of
the Owner, and that the above consulting firm or his 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 to the to the lowa 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.
5 Z�-2011
Signature Date
Pagp1Rnf21
4C's Consulting, LLC
April 17, 2017
Consultant Name
Consultant Address
Consultant Address
ATTACHMENT G
Page 4
Lump Sum Progressive Invoice
Date
Invoice No. Client Project No.
Invoice Period Covered County
Consultant Job No. Client Project Description
Client Contract No.
Total Lump Sum Amount [Prime only]
Percentage Completed
Total
Less Amount Previously Billed
[Prime only]
Total Current Bill [Prime only]
Subconsultants
Name
Name
Name
Total
Current Labor Hours
Total Labor Hours Incurred To Date
Total Estimated Labor Hours
Note: When submitting more than the final invoice on a lump sum project, each progressive invoice shall be identified
as a "Progressive Invoice" (as in the above title).
Page 17 of 21
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April 17, 2017
Consultant Name
Consultant Address
Consultant Address
ATTACHMENT G
Page 5
Lump Sum Final Invoice
Date
Invoice No. Client Project No.
Invoice Period Covered County
Consultant Job No. Client Project Description
Client Contract No.
Total Lump Sum Amount [Prime only]
Percentage Completed
Total
Less Amount Previously Billed
[Prime only]
Total Current Bill [Prime only]
Subconsultants
Name
Name
Name
Total
Current Labor Hours
Total Labor Hours Incurred To Date
Total Estimated Labor Hours
Note: When submitting a final invoice on a lump sum project, the final cumulative job cost report should be submitted
with the final invoice.
Page 18 of 21
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April 17, 2017
Consultant Fee Proposal — Attachment H
Task
Description
Principal
Hour
Marketing/PR
Specialist
Hours
Total
1
Conduct market research and create a marketing plan to
include research to identify messaging to children. Research
and explore use of mass media, online media, out of home
digital displays, video production, graphic design, and print
media to select the best option to reach the target audience.
24
15
39
2
Contact local businesses and organizations to explore
creating an opportunity for them contribute to the campaign
through, donated time and service and cross marketing
engagement to yield financial support or extend the reach
over time of the project.
4
16
20
3
Produce monthly progress reports and Invoices and
administration work
2
5
7
4
Overall management of the project including production,
placing advertisements and marketing programs in local
media, news release and publicity.
20
4
24
Total hours
50
40
90
Compensation Rate /Hour (Includes overhead, fixed fee, direct
expenses, etc.)
$135
$65
n/a
T..b.1 n._._
Media Placement
Subconsultant
$6,750
$2,600
Total
Page 19 of 21
$9,350
$15,450
$12,700
$37,500