Loading...
HomeMy WebLinkAboutGoodman Corporation - PSA - Fiber Backbone Network - 9.7.2021 STATE OF IOWA § COUNTY OF BLACK HAWK § CONTRACT BY AND BETWEEN THE GOODMAN CORPORATION AND CITY OF WATERLOO THIS CONTRACT is hereby entered into by and between The Goodman Corporation (Consultant) and the City of Waterloo (Client). WITNESSETH WHEREAS, Client has identified the need for professional consulting services to assist with American Rescue Plan EDA Funding Pursuit; WHEREAS, Client desires to retain Consultant to perform various professional services in accordance with the Scope and Budget as described in EXHIBITA; NOW, THEREFORE, IT IS HEREBY AGREED that Client and Consultant should enter into a Contract for performance of professional services pursuant to the following terms and conditions. WAT100 Contract Non-Federal 2021 1 of 8 ARTICLE I: SCOPE OF SERVICES Consultant agrees to undertake, perform, and complete in an expedient, satisfactory, and proper manner all of the professional services required by Client as described in the Scope of Services defined in EXHIBITA. ARTICLE II: CONTRACT PERIOD This Contract becomes effective when fully executed by all parties, and it will terminate on completion of all obligations by all parties per the Scope of Services defined in EXHIBITA. Any work performed or cost incurred before or after the contract period will be ineligible for reimbursement. ARTICLE III: COORDINATION AND REPORTS A. Coordination. Data, analyses, findings, and recommendations prepared in the performance of this work shall be reviewed and coordinated with Client during performance of the work program by Consultant. B. Inspection of Work. Consultant shall permit Client to inspect and review activities relating to its performance under this Contract. Consultant shall maintain complete and accurate records with respect to its performance under this Contract. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible at all reasonable times. C. Brief Progress Reports. Consultant shall submit monthly progress reports to Client. These reports shall outline work accomplished by task during the previous month or since the last progress report. These reports shall include, but shall not be limited to, the percentage of completion of the overall work product, special problems or delays encountered or anticipated, changes in the estimated cost or the anticipated work activities for the next work period, and a brief description of work accomplished, methodologies used, and conclusions reached, if any. Progress reports shall be prepared according to a format approved by Client. ARTICLE IV: COMPENSATION Consultant shall be paid on a lump sum, percent of completion fee basis for the performance of the Scope of Services defined in EXHIBITA in an amount set forth therein. Any increase in compensation to Consultant shall be conditioned on amending this agreement. WAT100 Contract Non-Federal 2021 2of8 ARTICLE V: METHOD AND SCHEDULE OF PAYMENT A. Payment Requests. Consultant shall submit monthly invoices for services rendered on the basis of a percentage of completion per task unless otherwise specified. Invoices shall be submitted to Client accompanied by a progress report as described in ARTICLE III: Coordination and Reports. Client shall pay invoices within thirty (30) days of receipt thereof. C. Adjustments. In the event of a change in scope, complexity, or character of the work to be performed, and with the concurrence of both Client and Consultant, the fees specified in ARTICLE IV: Compensation may be adjusted in accordance with the provision of ARTICLE VI: Changes of this Contract by amending this original agreement. D. Final Payment. Consultant shall submit a final invoice, so designated, for the contracted work within thirty (30) days of the close of this Contract. ARTICLE VI: CHANGES Client, from time to time, may require changes in the Scope of Services of Consultant to be performed hereunder, provided Consultant agrees in writing. Changes, including any increase or decrease in the amount of Consultant's compensation, which are mutually agreed upon by and between Client and Consultant, shall be incorporated in written amendment to this Contract. ARTICLE VII: OWNERSHIP OF MATERIALS All maps, drawings, documents, data, reports, research, graphic presentation materials, etc., developed by Consultant as a part of its work under this Contract, shall become the property of Client upon completion of this Contract, or in the event of termination or cancellation thereof, at the time of payment under ARTICLE IV: Compensation for work performed. All such data and material shall be furnished to Client on request. All documents, including, but not limited to, drawings, specifications, and data or programs stored electronically, prepared by Consultant pursuant to this Contract are related exclusively to the services described herein. Any reuse without written verification of adaptation by Consultant to specific purposes intended will be at Client's sole risk and without liability or legal exposure to Consultant. ARTICLE VIII:TERMINATION Client, may terminate this contract, in whole or in part, when it is in the Client's interest through written notice provided a minimum of thirty (30) days prior to the contract termination WAT100 Contract Non-Federal 2021 3 of 8 date. If this contract is terminated, the Client shall be liable only for payment under the payment provisions of this contract for services rendered before the effective date of termination. A. Procedure. In the event of such termination prior to completion of the Scope of Services provided for in EXHIBIT A, Client agrees to pay Consultant for work actually performed. Consultant shall submit a final invoice, so designated, for the contracted work actually completed less payment of any compensation previously paid. B. Default. Client may, by written notice of default to Consultant, terminate the whole or any part of this Contract in any one of the following circumstances: 1) If Consultant fails to perform the work called for by this Contract within the time specified herein or any extension thereof; or 2) If Consultant fails to perform any of the other provisions of this Contract, or so fails to prosecute the work as to endanger performance of this Contract in accordance with its terms, and in either of these two circumstances does not cure such failure within a period of ten (10) days (or such extension as authorized by Client in writing) after receiving notice of default. In such event, Consultant shall be paid for professional services for work actually performed, based upon the judgment of Client to the date of notification of default, less payment of any compensation previously paid. ARTICLE IX: PROHIBITED INTEREST No employee, officer, or agent of Client shall participate in selection or in the award of administration of a contract if a conflict of interest, real or apparent, would be involved. Such a conflict would arise when: the employee, officer, or agent; any member of his or her immediate family; his or her partner; or an organization which employs, or is about to employ, such individuals; has a financial or other interest in the firm selected for award. Client's officers, employees, or agents shall neither solicit nor accept gratuities, favors, or anything of monetary value from Consultant, potential consultants, or parties of subcontracts with this contract. WAT100 Contract Non-Federal 2021 4of8 ARTICLE X-ASSIGNABILITY Consultant may subcontract a portion of the services to be performed hereunder to firms with complementary disciplines to perform the Scope of Services defined in EXHIBITA. All subconsultants retained by Consultant shall adhere to the terms of this Contract. If any portion of this Contract is assigned, Consultant shall not be relieved from any of the terms of this Contract. ARTICLE XI - SEVERABILITY In the event that any one or more of the provisions contained in this Contract shall be held to be invalid, illegal, or unenforceable in any respect, then such invalidity, illegality, or unenforceability shall not affect any other provisions of this Contract, and all other provisions shall remain in full force and effect. If any provision of this Contract is held to be excessively broad, then that provision shall be reformed and construed by limiting and reducing it to be enforceable to the maximum extent permitted by law. ARTICLE XII —VENUE Venue and jurisdiction of any suit, right, or cause of action arising under or in connection with the Contract shall lie exclusively within Black Hawk County, Iowa. ARTICLE XIII: COVENANT AGAINST CONTINGENT FEES Consultant warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Contract and that it has not paid or agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift, or other consideration contingent upon or resulting from the award or making of this Contract. For breach of violation of this warranty, Client shall have the right to annul this Contract without liability, or at its discretion to deduct from this Contract, the price of consideration or otherwise recover the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. ARTICLE XIV: INDEMNIFICATION Consultant shall indemnify and hold harmless Client, its officers, agents, and employees against any and all claims, demands, suits, and judgments of sums of money to any party for loss of life WAT100 Contract Non-Federal 2021 5 of 8 or injury or damage to person or property growing out of, resulting from, or by reason of any negligent act of omission, operation, or work of Consultant, its agents, servants, or employees while engaged upon or in connection with the services required or performed by Consultant hereunder. ARTICLE XV: ACCESS TO RECORDS Consultant agrees that Client shall have, until the expiration of three (3) years after termination or expiration of this Contract, access to and right to examine any directly pertinent documents, papers, and records developed by Consultant as a part of its work under this Contract. ARTICLE XVI: FORCE MAJEURE EVENT Unless otherwise agreed in the contract between the parties expressly or impliedly, where a party to a contract fails to perform one or more of its contractual duties, the consequences set out in this Clause will follow if and to the extent that that party proves: (a) that its failure to perform was caused by an impediment beyond its reasonable control; (b) that it could not reasonably have been expected to have taken the occurrence of the impediment into account at the time of the conclusion of the contract; and (c) that it could not reasonably have avoided or overcome the effects of the impediment. A party invoking this Clause shall be presumed to have established the conditions described in the preceding paragraph in the case of the occurrence of one or more of the following impediments: war (whether declared or not), armed conflict or the serious threat of the same (including but not limited to hostile attack, blockade, military embargo), hostilities, invasion, act of a foreign enemy, extensive military mobilization; civil war, riot, rebellion, revolution, military or usurped power, insurrection, civil commotion or disorder, mob violence, act of civil disobedience; act of terrorism, sabotage or piracy; plague, epidemic, pandemic, outbreaks of infectious disease or any other public health crisis, including quarantine or other employee restrictions; act of authority whether lawful or unlawful, compliance with any law or governmental order, rule, regulation or direction, curfew restriction, expropriation, compulsory acquisition, seizure of works, requisition, nationalization; act of God or natural disaster such as but not limited to violent storm, cyclone, typhoon, hurricane, tornado, blizzard, earthquake, volcanic activity, landslide, tidal wave, tsunami, flood, damage or destruction by lightning, drought; explosion, fire, destruction of machines, equipment, factories and of any kind of installation, prolonged break-down of transport, telecommunication or electric current; general labor disturbance such as but not limited to boycott, strike and lock-out, go-slow, occupation of factories and premises; shortage or inability to obtain critical material or supplies to the extent WAT100 Contract Non-Federal 2021 6of8 not subject to the reasonable control of the subject Party ("Force Majeure Event"). This provision shall become effective only if the Party failing to perform notifies the other party within a reasonable time of the extent and nature of the Force Majeure Event, limits delay in performance to that required by the Event, and takes all reasonable steps to minimize damages and resume performance. IN WITNESS WHEREOF, the parties hereto have executed this Contract in duplicate originals and it shall be effective the day of 12021. CITY OF WATERLOO BY: H� ATTEST: 14qq�pe Name: Quentin Hart Name: Kelley Felchle Title: Mayor Title: City Clerk THE GOODMAN CORPORATION AW ;1Z v-----"--, % BY: L )O- 0? ATTEST: Barry M. Goodman ebb President CEO WAT100 Contract Non-Federal 2021 7of8 EXHIBIT A—SCOPE OF SERVICES (as attached) WAT100 Contract Non-Federal 2021 8of8 HOUSTON: AUSTIN: PROJECT IV 3200 Travis Street 911 W. Anderson Lane SCOPE Suite 200 Suite 200 Houston,TX 77006 Austin,TX 78757 THE GOODMAN CORPORATION PHONE: (713) 951-7951 THEGOODMANCORP.COM TBPE NO. F-19990 City of Waterloo, IA ARP EDA Funding Pursuit June 2021 On March 11, 2021, President Biden signed the American Rescue Plan Act of 2021 (ARP), a new $1.9T stimulus bill as a continued effort to aid and assist Americans in recovery from the Coronavirus pandemic. The bill includes a $313 apportionment to the Economic Development Administration (EDA) specifically geared towards economic adjustment assistance as authorized by sections 209 and 703 of the Public Works and Economic Development Act of 1965. The City of Waterloo has contracted with Magellan Advisors to design initial phases of their City- wide municipal broadband project. The project will provide City sponsored high-speed broadband internet via fiber connectivity, providing enterprise-level internet for current and future businesses as well as a low-cost, high-speed alternative to the current limited internet options available for residents. The City has already cited several potential economic development opportunities facilitated by the provision of fiber, supporting job creation and retention for existing large employers as well as other broadband-reliant businesses throughout the project area. In advance of the official release of the Economic Development Administration's (EDA's) FY 2021 ARP Notice of Funding Opportunity (NOFO) to further support Coronavirus relief efforts, The Goodman Corporation (TGC) recommends the following scope of services in order to position the City's application submission for early EDA Investment Review Committee (IRC) review: Task 1 — EDA Grant Preparation and Submittal • TGC will coordinate with the City, Magellan, and other partners as necessary to gather all available data and information regarding the project, including(but not limited to) project background, project area map and estimated costs. • TGC will consult with the regional EDA grant administrator regarding a pre-submission consultation regarding the proposed project solicit feedback and comments. THE GOODMAN CORPORATION • TGC will develop the application materials necessary to reflect the project scope items and enhance the overall submission, including: o Environmental documentation consistent with National Environmental Policy Act (NEPA) requirements as required per the EDA grant criteria. This is essentially 'environmental clearance' documentation. o A preliminary engineering report (PER), with contributions from Magellan Advisors, based on the scope of the construction project. o IF applicable, an IMPLAN or similar analysis to estimate job creation and retention and other potential economic impacts generated by the project(s). o Any additional figures, maps or exhibits to further describe the project area and proposed project scope. o Letters of support templates for the City to gather support from local businesses, local, regional, and state stakeholders and elected officials. • TGC can submit the project on behalf of the City as a Standard AOR, designated by the City's EBiz Point of Contact (POC) through the grants.gov online system. Deliverables: Development and submission of the EDA grant. Cost: $36,500 Time Frame: Submitted EDA application 45 days after the release of the EDA NOFO or contract approval, whichever occurs later. Project Budget and Schedule Progress payments will be made based on the percentage of completion of each task. Monthly invoices, including progress reports, will be provided commensurate with the percentage of the project completed each month. The costs within this scope are inclusive of all direct and indirect costs (travel, overhead, printing, etc.) BUDGET SUMMARY TASK DESCRIPTION COST 1 EDA Grant Preparation and Submittal $36,500 Total $36,500 2