HomeMy WebLinkAboutHellman PSA - 11/15/2010Iowa DOT Project No. STP-U-8155(710)-70-07
Owner Project No. TRF-173
Professional Services Agreement
for Traffic Safety Awareness and Marketing Campaign
Waterloo, Iowa Metropolitan Area
This is an AGREEMENT, made as of the 17t" day of November in the year 2010
by and BETWEEN the City of Waterloo, identified as the Owner ;
City of Waterloo
715 Mulberry Street
Waterloo, Iowa 50703]
and the Firm;
H ELLMAN
1225 West Fourth Street
Waterloo, IA 50704
for the following Project:
The Owner has decided to improve traffic safety by influencing driver behavior in Waterloo metropolitan area in
order to reduce traffic accident related losses and suffering. It has been determined that the Owner shall proceed
with an traffic safety awareness and marketing campaign to improve traffic safety, 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 Firm to provide public awareness and marketing services in connection with
the project. The Firm is willing to perform such awareness and marketing work in accordance with the terms
hereinafter provided and warrants that it is in compliance with laws of state of Iowa.
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Contents
Article 1 Initial Information
1.1 Project Parameters
1.2 Financial Parameters
1.3 Project Team
1.4 Time Parameters
Article 2 Scope Of Services And Other Special Terms And Conditions
2.1 Enumeration of Parts of the Agreement
Article 3 Form of Compensation
3.1 Method of Reimbursement
3.2 Subfirm
3.3 Contingency
Article 4 Terms And Conditions
4.1 Ownership of Documents
4.2 Revision of Work
4.3 Extra Work
4.4 Progress Meetings
4.5 Additional Material
4.6 Termination of Agreement
4.7 Extension of Time
4.8 Mediation
4.9 Arbitration
4.10 Responsibility for Claims and Liability
4.11 Non -Raiding Clause
4.12 General Compliance with Laws
4.13 Subletting, Assignment or Transfer
4.14 Forbidding Use of Outside Agents
4.15 Firm's Endorsement
4.16 Compliance with Title 49, Code of Federal Regulations
4.17 Access to Records
4.18 Iowa DOT and Federal Highway Administration Participation
4.19 Severability
4.20 Choice of Law and Form
Attachment A - Scope of Services
Attachment B - Specifications
Attachment C - Fees and Payments
Attachment D - Certification Regarding Debarment, Suspension, and Other Responsibility Matters
Attachment E - Certification of Firm
Attachment F - Certification of Owner
Attachment G - Specific Rate Final Invoice Instructions
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ARTICLE 1 INITIAL INFORMATION
1.1 Project Parameters
The objective or use is:
This project has two aspects. It will raise traffic safety awareness by bringing the issue to the public's
attention through advertising campaigns, public events, a web site, school lectures, and so on. This will
be aimed at the general public as well as target audiences. Topics will be as close to seasonal needs
as possible. Example of topics are winter driving for winter, watch for children when school starts, etc.
It could take between five to twenty years to see a tangible change in driving culture. The other part of
the project will be to seek resources so to make this a sustainable project to continue it beyond the time
and resource allocated to it. This includes recruiting volunteers, linking and cooperating with other
national programs, carrying out a capital campaign, etc.
1.2 Financial Parameters
1.2.1 The financial parameters are;
Amount of the Owner's budget for the Firm's compensation is:
$62,440 including the direct costs.
1.2.2 Amount of the Firm's budget for the subfirms' compensation is:
$0
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 Firm's Designated Representative is:
Ross Bruno
(319) 234-7055
r.bruno@hellman.com
1.3.3 The subfirms retained at the Firm's expense are:
No subfirm has been retained.
1.4 Time Parameters
1.4.1 Date to Proceed: Firm is to begin work under this Agreement upon receipt of a written notice to
proceed with planning activities from the Owner.
1.4.2 An Approach Plan showing the approach to the project shall be completed within ten working days after
receiving the notice to proceed, The Firm shall present this approach to the Metropolitan Planning
Organization and the Multi -Disciplinary Safety Team.
1.4.3 The Firm should not begin campaign activities until after the Owner has approved the Approach Plan.
The Owner will provide the Firm a notice to proceed with full campaign activities.
1.4.4 Project shall be considered complete on or before June 30, 2011 or when the project funds are
depleted (whichever happens sooner.)
ARTICLE 2 SCOPE OF SERVICES AND OTHER SPECIAL TERMS AND CONDITIONS
2.1 Enumeration of Parts of the Agreement. This Agreement, including its attachments, represents the
entire and integrated agreement between the Owner and the Firm and supersedes all prior
negotiations, representations or agreements, either written or oral. This Agreement may be amended
only by written instrument signed by the Owner, Firm, Iowa DOT, and the FHWA (if applicable). This
Agreement comprises the documents listed below.
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2.1.1 The work to be performed by the Firm under this Agreement shall encompass and include all detail
work, services, materials, equipment and supplies necessary to prepare and deliver the scope of
services provided in Attachment A.
2.1.2 All services herein required and provided shall be in conformity with the applicable Iowa DOT
Standards, Design Guides and Specifications and Title 23, Code of Federal Regulations, Part 625, as
outlined in Attachment B. In addition, applicable sections of the U.S. Department of Transportation
Federal Aid Policy Guide (FAPG) shall be used as a guide in preparation of documents where
applicable.
2.1.3 Other documents as follows:
.1 Fees and Payments- Specific Rate of Compensation — Attachment C
.2 Certification Regarding Debarment, Suspension, and Other Responsibility Matters - Attachment D
.3 Certification of Firm - Attachment E
.4 Certification of Owner - Attachment F
.5 Sample Invoice Form - Attachment G
ARTICLE 3 FORM OF COMPENSATION
3.1 Method of Reimbursement
3.1.1 For the Firm's services as described under Article 2, compensation shall be computed in accordance
with the Specific Rate of Compensation compensation method, as defined in Attachment C.
3.2 Subfirm
3.2.1 The Firm shall require the subfirms (if applicable) to notify them if they at any time determine that their
costs will exceed their estimated actual costs. The Firm shall not allow the subfirms to exceed their
estimated actual costs without prior written approval of the Contract Administrator. The prime Firm is
cautioned that cost under -runs associated with any subfirm's contract are not available for use by the
prime Firm unless the Contract Administrator has given prior written approval and the Iowa DOT and
the FHWA (when applicable) concurs.
3.3 Contingency
3.3.1 If at any time during the work the Firm determines that its actual costs will exceed the estimated actual
costs, thus necessitating the use of a contingency amount, it will promptly so notify the Contract
Administrator in writing and describe what costs are causing the overrun and the reason. The Firm shall
not exceed the estimated actual costs without the prior written approval of the Contract Administrator
and concurrence of the Iowa DOT and the FHWA (when applicable). The Owner or the Iowa DOT may
audit the Firm's cost records prior to authorizing the use of a contingency amount. The Firm shall
establish a procedure for comparing the actual costs incurred during the performance of the work to the
estimated actual costs listed above.
3.3.2 Due to the nature of the scope of the project, when the Owner determines that the goals of the project
will be better achieved by continuing some of the initiatives such as extending a media advertisement,
and when such action will require use of contingency funds, the Owner may ask the Firm to extend the
services using the contingency funds. The Owner will direct the Firm in writing to use the contingency
funds after obtaining the concurrence of the Iowa DOT and the FHWA (when applicable).
3.3.3 If the Firm exceeds the estimated actual costs for any reason (other than that covered in Sections 3.3.1
and 3.3.2) before the Contract Administrator is notified in writing, the Owner will have the right, at its
discretion, to deny the use of the contingency amount.
ARTICLE 4 TERMS AND CONDITIONS
4.1 Ownership of Documents
4.1.1 All sketches, tracings, documents, specifications, reports, documents on special studies and other data
prepared under this Agreement shall become the property of the Owner and shall be delivered to the
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Contract Administrator upon completion of the documents or termination of the services of the Firm.
While the intellectual property rights will belong to the Firm, 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 Firm for the specific purpose intended will be the
Owner's sole risk and without liability or legal exposure to the Firm.
4.1.2 The Owner acknowledges the Firm's documents on electronic media, as instruments of professional
service. Nevertheless, material 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 Firm. The
intellectual rights remain the property of the Firm.
4.1.3 The Owner and the Firm agree that any electronic files prepared by either party shall conform to the
specifications listed in Attachment B. All electronic files will be submitted to the Owner by the Firm on
CD or other mutually agreed upon medium. Any change to these specifications by either the Owner or
the Firm is subject to review and acceptance by the other party. Additional efforts by the Firm made
necessary by a change to the specifications shall be compensated for as Additional Services.
4.1.4 The Owner is aware that differences may exist between the electronic files delivered and the respective
documents. In the event of a conflict the signed documents shall govern.
4.1.5 The Owner may reuse or make modifications to the document, or electronic files while agreeing to take
responsibility for any claims arising from any modification or unauthorized reuse of the produced
material.
4.2 Revision of Work
4.2.1 Campaign material to be used in, including but not limited to, advertising, web postings, media events,
volunteer events, and school presentations, should be submitted to the Contract Administrator by the
Firm for review and comment. The comments received from the Contract Administrator should be
considered by the Firm prior to using it for the campaign. 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 Firm into
the final work product, the Contract Administrator should notify the Firm, 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 Firm is found to be in error and revision or reworking
of the work product is necessary, the Firm agrees that it shall do such revisions without expense to the
Owner, even though final payment may have been received. 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 Firm herein.
4.2.3 Should the Contract Administrator find it desirable to have previously satisfactorily completed and
accepted work product or parts thereof revised, the Firm shall make such revisions if requested and
directed by the Contract Administrator in writing. This work will be paid for as provided in Article 4.3.
4.3 Extra Work
4.3.1 If the Firm is of the opinion that any work it has been directed to perform is beyond the scope of this
Agreement, and constitutes "Extra Work", it shall promptly notify the Contract Administrator in writing
to that effect. In the event that the Contract Administrator determines that such work does constitute
"Extra Work", the Owner will provide extra compensation to the Firm upon the basis of actual costs
plus a fixed fee amount, or at a negotiated lump sum. Unless written approval for "Extra Work" has
been secured in advance from the Contract Administrator, and the Iowa DOT and the FHWA (when
applicable) concurs, no claims will be allowed. However, the Owner shall have benefit of the service
rendered.
4.4 Progress Meetings
4.4.1 From time to time as the work progresses, conferences will be held at mutually convenient locations at
the request of the Contract Administrator to discuss details of the design and progress of the work.
The Firm shall prepare and present such information and studies as may be pertinent and necessary or
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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 Material
4.5.1 At the request of the Contract Administrator, the Firm shall furnish sufficient prints of material or other
data in such detail as may be required, for the purposes of review of details.
4.6 Termination of Agreement
4.6.1 In the event of the death of any member or partner of the Firm's firm, the surviving members shall
complete the work, unless otherwise mutually agreed upon by the Owner and the survivors.
4.6.2 The right is reserved by the Owner to terminate this Agreement at any time upon not less than thirty
(30) days' written notice to the Firm.
4.6.3 In the event the Agreement is terminated by the Owner without fault on the part of the Firm, the Firm
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 Firm. The Firm shall be paid a portion of the fixed fee, plus actual costs. The portion of the fixed
fee shall be based on the ratio of the actual costs incurred to the estimated actual costs contained in
Attachment C. Actual costs to be reimbursed shall be determined by audit of such costs to the date
established by the Contract Administrator in the termination notice, except that actual costs to be
reimbursed shall not exceed the Estimated Actual costs, plus any authorized contingency.
4.6.4 In the event the Agreement is terminated by the Owner for fault on the part of the Firm, the Firm 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 Firm'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 Firm.
4.6.5 The right is reserved by the Owner to suspend this Agreement at any time. The Contract
Administrator may effect such suspension by giving the Firm written notice, and it will be effective as
of the date established in the suspension notice. Payment for the Firm's services will be made by the
Owner to the date of such suspension, in accordance with paragraph 4.6.3 above.
4.6.6 Should the Owner wish to reinstate the work after notice of suspension, such reinstatement may be
accomplished by thirty (30) days' written notice within a period of one year after such suspension,
unless this period is extended by written consent of the Firm.
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 Firm is released prior to such time by written notice from the Contract Administrator.
4.7 Extension of Time
4.7.1 The time for completion of each phase of this Agreement shall not be extended because of any delay
attributed to the Firm, but may be extended by the Contract Administrator in the event of a delay
attributed to the Owner or the Contract Administrator, or because of unavoidable delays caused by
an act of God, war, government actions, or similar causes beyond the reasonable control of the Firm.
4.8 Mediation
4.8.1 In an effort to resolve any conflicts that arise during the campaign or following the completion of the
campaign, the Owner and the Firm 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 Firm further agree to include a similar mediation provision in all
agreements with independent contractors and Firms retained for the project and to require all
independent contractors and Firms also to include a similar mediation provision in all agreements with
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subcontractors, subfirms, suppliers or fabricators so retained, thereby providing for mediation as the
primary method for dispute resolution between the parties to those agreements.
4.9 Arbitration
4.9.1 In the event the parties to this Agreement are unable to reach a settlement of any dispute arising out of
the services under this Agreement in accordance with Paragraph 4.8, then such disputes shall be
settled by binding arbitration by an arbitrator to be mutually agreed upon by the parties, and pursuant to
the arbitration procedures set out in Iowa Code Chapter 679A. Any arbitration pursuant to this
paragraph or mediation pursuant to Paragraph 4.8.1 shall occur in Blackhawk County, Iowa.
4.10 Responsibility For Claims And Liability
4.10.1 The Firm shall defend, indemnify and save harmless the Owner, the Iowa Department of
Transportation, the State of Iowa, its agencies, agents, employees and assignees and the Federal
Government from all claims and liabilities due to design error, omission or negligent act of the Firm, its
members, agents, stockholders, or employees in connection with performance of this Agreement.
4.11 Non -Raiding Clause
4.11.1 The Firm shall not engage the services of any person or persons, then in the employment of the
Owner, for work covered by this Agreement without the written consent of the employer of such person.
4.12 General Compliance With Laws
4.12.1 The Firm shall comply with all Federal, State and Local laws and ordinances applicable to the work.
4.13 Subletting, Assignment Or Transfer
4.13.1 Subletting, assignment, or transfer of all or part of the interest of the Firm in this Agreement is
prohibited unless written consent is obtained from the Contract Administrator and the Iowa DOT and
the FHWA (when applicable) concurs.
4.14 Forbidding Use of Outside Agents
4.14.1 The Firm warrants that it has not employed or retained any company or person, other than a bona fide
employee working solely for the Firm, 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 Firm, any
fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon or
resulting from the award or making of this Agreement. For breach or violation of this warranty, the
Owner shall have the right to annul the Agreement without liability, or in its discretion to deduct from the
Agreement price or consideration or otherwise recover the full amount of such fee, commission,
percentage, brokerage fee, or counterpart fee.
4.15 Firm's Endorsement
4.15.1 The Firm shall endorse the material prepared under this Agreement.
4.16 Compliance With Title 49, Code Of Federal Regulations
4.16.1 During the performance of this Agreement, the Firm and its assignees and successors in interest agree
as follows:
4.16.1.1 Compliance with Regulations
4.16.1.1.1 The Firm will comply with the regulations of the U.S. Department of Transportation, relative to
nondiscrimination in federally assisted programs of the U.S. Department of Transportation (Title 49,
Code of Federal Regulations, Part 21, hereinafter referred to as the "Regulations"), which are herein
incorporated by reference and made a part of this Agreement.
4.16.1.2 Nondiscrimination
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4.16.1.2.1 The Firm, 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 subfirms, including
procurement of materials and leases of equipment. The Firm will not participate, either directly or
indirectly, in the discrimination prohibited by Section 21.5 of the Regulations, including employment
practices when the Agreement covers a program set forth in the Regulations.
4.16.1.3 Solicitation for Subfirms, Including Procurement of Materials and Equipment
4.16.1.3.1 In all solicitations, either by competitive bidding or negotiation made by the Firm for work to be
performed under a subcontract, including procurement of materials or equipment, each potential
subfirm or supplier shall be notified by the Firm of the Firm's obligation under this contract and the
regulations relative to nondiscrimination on the grounds of race, religion, age, physical disability, sex, or
national origin.
4.16.1.4 Disadvantaged Business Enterprises
4.16.1.4.1 The Firm or its subfirms 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 Firm and all of its subfirms 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 Firm and their subfirms shall not discriminate on
the basis of race, religion, age, physical disability, color, sex or national origin in the award and
performance of U.S. DOT assisted contracts. If, as a condition of assistance, the Iowa DOT has
submitted to the U.S. DOT, or the Firm has submitted to the Iowa DOT, and the U.S. DOT or
Department has approved a disadvantaged business enterprise affirmative action program which the
Iowa DOT and/or Firm 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 Firm of its failure to carry out the approved program, the Owner, the Iowa DOT,
and/or the U.S. DOT shall impose sanctions, which may include termination of the Agreement or other
measures that may affect the ability of the Firm to obtain future U.S. DOT financial assistance. The
Firm or any of its subfirms 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.
4.16.1.5 Information and Reports
4.16.1.5.1 The Firm will provide all information and reports required by the regulations, orders and instructions
issued pursuant thereto, and will permit access to its books, records, accounts, other sources of
information, and its facilities as may be determined by the Owner, the Iowa DOT, or the FHWA, to be
pertinent to ascertain compliance with regulations, orders and instructions. Where any information
required of a Firm is in the exclusive possession of another who fails or refuses to furnish this
information, the Firm shall so certify to the Owner, the Iowa DOT, or the FHWA, as appropriate, and
shall set forth what efforts it has made to obtain information.
4.16.1.6 Sanctions for Noncompliance
4.16.1.6.1 In the event of the Firm's noncompliance with the nondiscrimination provisions of this Agreement, the
Owner shall impose such contract sanctions as it, the Iowa DOT, or the FHWA, may determine to be
appropriate, including, but not limited to:
...1.6.1.1 Withholding of payments to the Firm under the Agreement until the Firm complies, and/or
...1.6.1.2 Cancellation, termination or suspension of the Agreement, in whole or in part.
4.16.1.7 Incorporation of Provisions
4.16.1.7.1 The Firm will include the provisions of Article 4.16.1.1 through 4.16.1.6 of this Agreement in every
subagreement, including procurements of materials and lease of equipment, unless exempt by the
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regulations, orders or instructions issued pursuant thereto. The Firm will take such action with respect
to any subagreement or procurement as the Owner, Iowa DOT, or FHWA may direct as a means of
enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event
a Firm becomes involved in, or is threatened with, litigation with a subfirm or supplier as a result of
such direction, the Firm may request the Owner, the Iowa DOT, or the Untied States to enter into such
litigation to protect the interests of the Owner , the Iowa DOT, and the Unites States, respectively.
4.17 Access To Records
4.17.1 The Firm is to maintain all books, documents, papers, accounting records and other evidence
pertaining to this Agreement and to make such materials available at their respective offices at all
reasonable times during the agreement period, and for three years from the date of final payment under
the Agreement, for inspection and audit by the Owner, Iowa DOT, FHWA, or any authorized
representatives of the Federal Government; and copies thereof shall be furnished, if requested.
4.18 Iowa DOT and Federal Highway Administration Participation
4.18.1 The work under this Agreement shall be contingent upon and subject to the approval of the Iowa DOT
and the Federal Highway Administration (if applicable). The Iowa DOT and the Federal Highway
Administration shall have the right to participate in the conferences between the Firm and the Owner
and to participate in the review or examination of the work in progress.
4.19 Severability
If any section, provision or part of this Agreement shall be adjudged invalid or unconstitutional, such
adjudication shall not affect the validity of the Agreement as a whole or any section, provision, or part
thereof not adjudged invalid or unconstitutional.
4.20 Choice of Law and Form
The laws of the State of Iowa shall govern and determine all matters arising out of or in connection with
this agreement without regard to the choice of law provisions of Iowa law. In the event any proceeding
of a quasi-judicial or judicial nature is commenced in connection with this agreement, the exclusive
jurisdiction for the proceeding shall be brought in the Blackhawk County District Court for the State of
Iowa, Waterloo, Iowa. This provision shall not be construed as waiving any immunity to suit or liability
including without limitation sovereign immunity in State or Federal court, which may be available to the
Owner.
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.
Hellmaj4ssociates, In
DCB
R6bert Hellman
Chairman/CEO
City waterloo, Iowa
}r st Clark
Mayor
Iowa Department of Transportation
Accepted for FHWA Authorization*
Date: ,,/l/ /?/20/O
Date: NOillar— I✓ 0
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By: i G�l/� Date:
[name of person signing for DOT] 4-f GRIP/A"
[title of person signing for DOT] Gas,./
[Name of Iowa DOT Office] 49i51e
* 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
CREATIVE, MARKETING, AND PUBLIC RELATIONS SERVICES
The goal of the project is to reduce traffic accident related losses and suffering by influencing driver
behavior. This project has two aspects. It will raise traffic safety awareness by bringing the issue to the
public's attention through advertising campaigns, public events, a web site, school lectures, and so on.
This will be aimed at the general public as well as target audiences. The success of the program is
directly dependent upon is continuity, intensity, and extent of coverage. Securing resources is
essential for the project sustainability and success. It is imperative that a good portion of the
efforts be expended on a capital campaign. Obtaining donations (cash, time, advertising time, etc)
will not only provide for sustainability of the campaign but also involves the community in a
greater, deeper level.
• Develop a preliminary working plan, timetable, and approach strategy for an Awareness
Campaign and a Capital Campaign.
• Identify and prioritize topics that could be covered under this Agreement. Topics will be as close
to seasonal needs as possible. Example of topics are winter driving for winter, watch for
children when school starts, etc.
• Prepare PSAs, Commercials, and advertisements.
• Arrange public and media events and help prepare speeches
• Web site
• Arrange educational events such as volunteer presentations at schools
• Design, develop, and order advertising material including giveaway items such as pens.
• Obtain traffic safety brochures, booklets, leaflets, etc from other programs and agencies who
provide these free of charge.
• Identify and contact sponsors for cash, volunteer time, air time, advertisement, etc.
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ATTACHMENT B
Specifications
At the onset of this agreement the Firm shall development of a preliminary working plan, timetable, and
approach strategy for an Awareness Campaign and a Capital Campaign. This will provide detail of the
approaches and campaigns to be completed under the remainder of the agreement. Acceptance, by
the Owner, of the work plan, timeline and deliverables list will be required in writing prior to Firm
implementation of action.
This work plan will be developed in the early stages of the agreement . Upon approval of the work plan, the
Owner will provide the Firm with a copy of it.
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ATTACHMENT C (referenced from 3.1)
Fees and Payments - Specific Rate of Compensation
3.1.1 FEES AND PAYMENTS
3.1.1.1 Fees. For full and complete compensation for all work, materials, and services furnished, including
reimbursable costs, under the terms of this Agreement, the Firm shall be paid fees not to exceed the
maximum amount payable under this Agreement of $62,440.
The maximum amount payable will not be changed unless there is a substantial change in the
magnitude, scope, character, or complexity of the services from those covered in this Agreement. Any
change in the maximum amount payable will be by Supplemental Agreement.
The current schedule of billing rates (direct labor rate, overhead, and fixed fee) are set forth in the
following rate schedule. The Firm may submit for approval a revised rate schedule once during the
contract period. This revision may include a revised overhead rate and revised direct labor rates. The
revised rate schedule should be submitted to the Contract Administrator for approval. Upon the
Contract Administrator's written approval and concurrence by the Iowa DOT and the FHWA (when
applicable) it shall become a part of this Agreement.
3.1.1.2 Reimbursable Costs. The Firm shall be reimbursed for direct non -salary costs, which are directly
attributable and properly allocable to the work. The Firm will be required to submit a detailed listing of
direct non -salary costs incurred and certify that such costs are not included in the overhead expense
pool. These costs may include travel and subsistence, reproductions, computer charges, and materials
and supplies.
Reimbursement of costs is limited to those that are allowable under the provisions of Title 48,
Subchapter E, Section 31.105 and Subpart 31.2 of the current Federal Acquisition Regulation.
3.1.1.3 Premium Overtime Pay. Not applicable.
3.1.1.4 Payments. Monthly payments for work completed shall be based on the services completed at the
time of the billing and substantiated by monthly progress reports in a form that follows the specific rate
schedule. The Contract Administrator will check such progress reports and payment will be made for
the hours completed at each rate and for direct non -salary costs incurred during said month.
Upon completion, delivery and acceptance of all work contemplated under this Agreement, the Firm
shall submit one complete invoice statement of costs incurred and/or amounts earned. Payment of
100% of the total cost claimed will be made upon receipt and review of such claim. The Firm agrees to
reimburse the Owner for possible overpayment determined by final audit.
Payment schedule will be based upon a Specific Rate of Compensation structure in which hourly fees
are accrued based upon actual time expenditures required over the course of activities. Rates will be
based upon the experience of the individuals working on the specific task.
Strategic/Execution rates will be accrued when activities call upon the duties or skills of:
• Project management staff ($125.58/hr)
• Strategic planning staff ($115.92/hr)
• Graphic design specialists ($109.48/hr)
• Web design specialists ($99.82/hr)
• Public relations specialists ($90.16/hr)
• New media specialists ($80.50/hr)
Administrative/Assistance rates will be accrued when activities require the duties of, but not limited to:
• Clerical/reception staff ($38.64/hr)
• Temporary staff/Intern team members ($38.64/hr)
Owner will be provided with a monthly invoice reflecting the work completed to date.
3.1.1.5 Summary of Project Costs Estimates
Page 13 of 19
Direct Labor $50,940
Direct Project Expenses 6,500
Contingency 5.000
$62,440
Page 14 of 19
ATTACHMENT D
Certification Regarding Debarment, Suspension, and other Responsibility Matters
— Primary Covered Transactions
Instructions for Certification
By signing and submitting this proposal, the prospective primary participant is providing the certification set out
below.
1. The inability of a person to provide the certification required below will not necessarily result in denial of
participation in this covered transaction. The prospective participant shall submit an explanation of why it
cannot provide the certification set out below. The certification or explanation will be considered in connection
with the department or agency's determination whether to enter into this transaction. However, failure of the
prospective primary participant to furnish a certification or an explanation shall disqualify such person from
participation in this transaction.
2. The certification in this clause is a material representation of fact upon which reliance was placed when the
department or agency determined to enter into this transaction. If it is later determined that the prospective
primary participant knowingly rendered an erroneous certification, in addition to other remedies available to
the Federal Government, the department or agency may terminate this transaction for cause of default.
3. The prospective primary participant shall provide immediate written notice to the department or agency to
whom this proposal is submitted if at any time the prospective primary participant learns that its certification
was erroneous when submitted or has become erroneous by reason of changed circumstances.
4. The terms "covered transaction," "debarred," "suspended," "ineligible," "lower tier covered transaction,"
"participant," "person" "primary covered transaction," "principal," "proposal," and "voluntarily excluded," as
used in this clause, have the meanings set out in the definitions and coverage sections of the rules
implementing Executive Order 12549. You may contact the department or agency to which this proposal is
being submitted for assistance in obtaining a copy of those regulations.
5. The prospective primary participant agrees by submitting this proposal that should the proposed covered
transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person
who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered
transaction, unless authorized by the department or agency entering into this transaction.
6. The prospective primary participant further agrees by submitting this proposal that it will include the clause
titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion - Lower Tier
Covered Transaction," provided by the department or agency entering into this covered transaction, without
modification in all lower tier covered transactions and in all solicitations for lower tier covered transactions.
7. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier
covered transaction that it is not debarred, suspended, ineligible, or voluntarily excluded from the covered
transaction, unless it knows that the certification is erroneous. A participant may decide the method and
frequency by which it determines the eligibility of its principals. Each participant may, but is not required to,
check the Nonprocurement List.
8. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order
to render in good faith the certification required by this clause. The knowledge and information of a
participant is not required to exceed that which is normally possessed by a prudent person in the ordinary
course of business dealings.
9. Except for transactions authorized under paragraph 6 of these instructions, if a participant in a covered
transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred,
ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available
to the Federal Government, the department or agency may terminate this transaction for cause or default.
Page 15 of 19
Certification Regarding Debarment, Suspension, and other Responsibility Matters
— Primary Covered Transactions
(1) The prospective primary participant certifies to the best of its knowledge and belief, that it and its principals:
(a) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily
excluded from covered transactions by any Federal department or agency;
(b) Have not within a three-year period preceding this proposal been convicted of or had a civil judgment
rendered against them for commission of fraud or a criminal offense in connection with obtaining,
attempting to obtain, or performing a public (Federal, State or local) transaction or contract under a public
transaction; violation of Federal or State Antitrust statues or commission of embezzlement, theft, forgery,
bribery, falsification or destruction of records, making false statements, or receiving stolen property;
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;
(c)
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, Robert Hellman Sr., Chairman/CEO of the Hellman Associates, Inc.., being duly sworn (or under penalty of
perjury under the laws of the United States and the State of Iowa) do hereby certify that the above statements are
true and correct.
404-474;
‘29.4e,a4-4., giO
(si atufe)
Subscribed and sworn to this 17th day of November 2010 .
Page 16 of 19
ATTACHMENT E
Certification of Firm
I hereby certify that I, Robert Hellman Sr. am the Chairman/CEO and duly authorized representative of the firm of
Hellman Associates, Inc., whose address is 1225 West Fourth Street, Waterloo, IA 50702, and that neither I nor
the above firm here represented has:
(a) Employed or retained for a commission, percentage, brokerage, contingent fee, or other consideration,
any firm or person (other than a bona fide employee working solely for me or the above Firm) 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 Firm) any fee, contribution, donation or consideration of any kind for, or in
connection with, procuring or carrying out the contract; except as here expressly stated (if any):
I acknowledge that this certificate is to be furnished to the Iowa Department of Transportation and the Federal
Highway Administration, U.S. Department of Transportation, in connection with this contract involving participation
of Federal -aid highway funds, and is subject to applicable, State and Federal laws, both criminal and civil.
(sign
Made this 17th day of November 2010 .
Page 17 of 19
ATTACHMENT F
Certification of Owner
I hereby certify that I, Robert Hellman Sr. am the Chairman/CEO and the duly authorized representative of the
Owner, and that the above advertising firm or its representative has not been required, directly or indirectly as an
express or implied condition in connection with obtaining or carrying out this contract to:
(a) Employ or retain, or agree to employ or retain, any firm or person, or
(b) Pay, or agree to pay, to any firm, person, or organization, any fee, contribution, donation, or consideration
of any kind; except as here expressly stated (if any):
I acknowledge that this certificate is to be furnished the Iowa DOT and the Federal Highway Administration, U.S.
Department of Transportation, in connection with this contract involving participation of Federal -aid highway
funds, and is subject to applicable State and Federal laws, both criminal and civil.
SR
(si ature)
Made this 17th day of November 2010 .
Page 18 of 19
ATTACHMENT G
Specific Rate Final Invoice Instructions
Employee Labor Hours and Dollars: A final cumulative job cost report that shows a breakdown of labor by
fiscal year, employee name, employee labor hours and employee labor rate is required. In lieu of a final
job cost report, a summary of the aforementioned information is needed. The summary should be
supported by monthly job cost detail.
Direct Expenses: A final cumulative job cost report that shows a breakdown of direct expenses by specific
item (mileage, CADD, per diem, etc....) by fiscal year is required. Direct expense items charged should
identify the number of units (miles, hours, prints, copies, feet, etc....) and the rate applied by fiscal year.
In lieu of a final job cost report, a summary of the aforementioned information is needed. The summary
should be supported by monthly job cost detail.
Subfirm: Final invoice requirements for subfirms with specific rate contracts are the same as the
requirements for the prime firm. It is the prime firm's responsibility to assure such an invoice is acquired
and attached to the prime's final invoice.
Page 19 of 19