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HomeMy WebLinkAboutWHA, Inc - PSA Ansborough Adaptive Signal Control project 8.5.24Contract No. [XXXXX] Owner Project No. TOF-302 Iowa DOT Project No. STP-A-8155(784)--86-07 Standard Consultant Contract For Local Public Agency Consultant Contracts with Federal -aid Participation Agreement This AGREEMENT made as of the date of the last party's signature below, is by and BETWEEN City of Waterloo, Iowa, the Owner, located at: 715 Mulberry Street City Hall Waterloo, Iowa 50703 Phone: (319) 291-4312 FAX: (319) 291-4262 and Willett, Hofmann and Associates, Inc., the Consultant, located at: 625 32nd Avenue SW Cedar Rapids, Iowa 52404 Phone: (319) 378-1401 FAX: (815) 284-3385 For the following Project: Ansborough Avenue Iowa Clean Air Attainment (ICAAP) Project, in the City of Waterloo, on Ansborough Avenue from Downing Avenue south 2.7 miles to Fisher Drive/Fitzway Drive. 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 preliminary engineering 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. Construction engineering services are to be negotiated separately. Page 1 of 28 TABLE OF CONTENTS Article Number and Description 1 Initial Information 1.1 Project Parameters 1.2 Financial Parameters 1.3 Project Team 1.4 Time Parameters 1.5 Minimum Qualification Standards 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 Attachment Attachment Attachment Attachment Attachment Attachment Attachment Attachment A - Scope of Services B - Specifications C - Fees and Payments C-1 — Cost Analysis Worksheet D - Certification Regarding Debarment, Suspension, and Other Responsibility Matters E - Certification of Consultant F - Certification of Owner G - Sample Invoice Form H - Consultant Fee Proposal Page 2 of 28 ARTICLE 1 INITIAL INFORMATION This Agreement is based on the following information and assumptions. 1.1 Project Parameters The objective or use is: This upgrade involves connecting ten (10) existing traffic signals to City's fiber optic network and making the necessary upgrades to cabinets and detection systems to provide adaptive signal control technology (ASCT) for these signals along Ansborough Avenue from Fisher Drive I Fitzway Drive north 2.7 miles to Downing Avenue. 1.2 Financial Parameters 1.2.1 Amount of the Owner's budget for the Consultant's compensation is: Ninety-eight thousand two hundred twenty dollars and zero cents ($98,220.00) 1.2,2 Amount of the Consultant's budget for the subconsultants' compensation Is: Thirty-one thousand one hundred seventy-five dollars and no cents ($31,175.00) 1.3 Project Team 1.3.1 The Owner's Designated Representative, identified as the Contract Administrator is: Tina Schellhorn, Associate Traffic Engineer, City Traffic Operations Department. 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: Michael G. Dryden, P.E. 1.3.3 The subconsultants retained at the Consultant's expense are identified in the following table: Subconsuitant Amount Authorized Maximum Amount Payable Method of Payment None $31,175.00 $31,175.00 Lump Sum 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. Completion of all work under this agreement shall be on or before October 1, 2024 for a December 17, 2024 letting by the Iowa Department of Transportation, unless extended by written approval of the Contract Administrator or adjusted by supplemental agreement. 1.4.3 The Consultant shall not begin final design activities until after the Owner has been notified by the Iowa DOT that FHWA Environmental Concurrence has been obtained. Upon receipt of such notice, the Owner will provide the Consultant notice to proceed with final design activities. 1.5 Minimum Qualification Standards (MQS) 1.5.1 The Consultant and their subconsultants are required to meet the Minimum Qualifications Standards (MQS) requirements of specified work categories as defined in the Iowa DOT'S Policy and Procedure Manual (PPM), Policy No. 300.04 at the time of contract execution, and for the duration of the contract. Work under this contract will require the consultant team to meet the requirements of Work Category Traffic Operations Design. Failure to meet the requirements during the contract will result in cancellation of any remaining portion of the contract. 1.5.2 All services within this agreement shall be performed by the Consultant or subconsultant who Page 3 of 28 meets the MQS of the specified work categories as defined Iowa DOT PPM 300.04. If no work category exists for a particular service, normal methods of acceptance shall be used, such as experience, typical licensure, certification or registration, or seals of approval by others. 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 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. 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: .1 [ ] Cost Plus Fixed Fee - Attachment C . 2 [ ] Lump Sum - Attachment C .3 [X] 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 subconsultant's 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. ARTICLE 4 TERMS AND CONDITIONS 4.1 Ownership of Engineering Documents 441.1 All sketches, tracings, plans, specifications, reports on special studies and other data prepared Page 4 of 28 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 sufficient documents, or other data, in such detail as may be required for the purpose of review. Page 5 of 28 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. 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 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. Page 6 of 28 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 686.7. 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 Consultants 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 sufficiently to make it clear that the project close-out can be completed without further revisions in that work, or if the Consultant is released prior to such time by written notice from the Contract Administrator. 4.13 Right to Set-off. If 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 Page 7 of 28 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, Chapter 216. The Consultant will not discriminate on the grounds of age, race, creed, color, sex, sexual orientation, gender identity, national origin, religion, or disability 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 all solicitations, either by competitive bidding or negotiation made by the Consultant for work to be performed under a subcontract, including procurement of materials or equipment, each potential subconsultant or supplier shall be notified by the Consultant of the Consultants obligation under this contract and the regulations relative to nondiscrimination on the grounds of age, race, creed, color, sex, sexual orientation, gender Identity, national origin, religion, or disability. 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, Pad 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. 2. Nondiscrimination: The Consultant, about 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, Page 8 of 28 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 non-compliance: 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 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 retalnage from the Consultant, the Consultant may also withhold retalnage from its subconsultant(s). If retainage is withheld from a subconsultant, full payment of such retalnage 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 Page 9 of 28 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. Willett, Hofmann and Associates, Inc. By Jordan K. Primus, P.E. Cedar Rapids Office Manager ATTEST: By ~ City of Waterloo, Iowa By Quetthz 9-14 Quentin M. Hart Mayor SIGNED Date: 5/3/2024 Date: 5/3/2024 Date: IOWA DEPARTMENT OF TRANSPORTATION Accepted for FHWA Authorization* 8/5/2024 B % '�"" Date: 8/12/2024 Y Jared Smith Name Title Grant Manager * The Iowa DOT is not a party to this agreement. However, by signing this agreement, the Iowa DOT is indicating the work proposed under this Agreement is acceptable for FHWA authorization of Federal funds. Page 10 of 28 ATTACHMENT A Scope of Services We will provide the following scope of services, performed by Willett, Hofmann and Associates, Inc. (WHA) in accordance with generally accepted standards of practice and Including the services and supplies necessary to perform the tasks listed below. The intent of this Scope of Services is to develop Contract Documents Including plans, specifications, and opinions of anticipated construction cost for the Ansborough Avenue corridor from Fisher Drive / Fitzway Drive north 2.7 miles to Downing Avenue. Contract Documents will include sufficient information for the Contractor to route and install fiber optic interconnect cable and will include features such as upgrading existing traffic signal cabinets, upgrading detection systems, general routing of fiber optic cable, typical splice diagrams, new conduit details where existing conduit will not be used, locations and details of connections to the existing fiber optic network, typical fiber optic in -ground boxes (handholes), typical fiber optic above -ground add -on splice boxes, fiber optic switches, traffic monitoring camera types and specifications, etc. The Contract Documents are intended to provide adequate information and framework to allow the successful Project bidder to complete the Project and construct the proposed Project improvements with leeway to adjust fiber optic cable routing. The Project will be let by the Iowa Department of Transportation (DOT). Iowa DOT guidelines for Local Public Agency (LPA) and State -let projects pertinent to Iowa Clean Air Attainment Program (ICAAP) funding apply. The Project involves: project management; utility coordination; research and data collection including design field reviews; design; preparation of Contract Documents (initial, check, and final plans, specifications, cost opinions); and contractor procurement services, which includes answering bidders questions in conjunction with the letting. The following provides a description of the tasks to be performed and identification of the proposed work. I. Project Management It is understood by the Owner (Client) and the Consultant (Engineer) (WHA) that the level and frequency of progress reporting shall be mutually established for each project and shall be based on the complexity and duration of the work to be performed. For this specific Project, it is agreed that progress reporting will be provided on a monthly basis. It is understood by the Owner and the Consultant that the task detail associated with the 85% budget notification shall be mutually established for each project in relation to the complexity and duration of the work to be performed. For this specific Project, it is agreed that all work contemplated in the Agreement will be considered as one task(s). It Is further agreed that the 85% budget notification requirements will be waived for this Agreement based on the volume of work assigned, duration, complexity, and rate of progress anticipated on the Project. A. General Project Administration — This task involves tracking the Project design schedule and monitoring the Project scope of services throughout the length of the design services phase. This will be done to determine if the performance of the design services is in conformance with the Project schedule and to Identify needed services that are not included in the scope of the design services contract. If the Pro ect is not on schedule, Consultant will present an approach for bringing the Project back on schedule. If additional services are needed, Consultant will make the Owner representative aware of potential change orders to the design contract before the additional services are performed. B. Project Team Kick -Off Meeting — This meeting shall include members of the Project Team (Consultant, Subconsultant and Owner). The goal of the meeting is to define and clarify the Owner's requirements for the Project, to obtain available data, to develop a detailed project plan regarding data delivery and format, and to discuss and clarify key project issues. C. Project Design Review Meetings — This task involves attendance by Consultant and Subconsultant at Project design review meetings with representatives of the Owner. Up to four (4) meetings are anticipated. Consultant will keep, prepare, and distribute minutes of meetings to attendees in a timely manner. The purpose of these review meetings will be to: 1. present design issues; 2. request that additional information be provided by the Owner and/or obtain clarification of information that has been provided by the Owner, 3. identify issues that have developed during Project design, options to address these issues; advantages and disadvantages of these options, and the option that Consultant recommends; Page 11 of 28 4. update the Project schedule, discuss Project progress, and notify the Owner whether the Project is on schedule; 5. present an approach for bringing the Project back on schedule if it is behind schedule; and 6. inform the Owner of needed design services not included in the scope of the design services contract. II. Research and Data Collection A. Research and Data Collection 1. Aerial Photography — This item includes the collection of digital mapping of aerial photography and available GIS-based data (streets, signals, communications infrastructure, and other facilities) comprising the best available information for the Project area. This information will be obtained from the Owner. 2. Record Drawing Research — The purpose of this item is to research and collect the record drawings available for the improvements affecting the Project area or those directly affected by the Project design. This shall include only public improvement record drawings. This task includes obtaining record drawings for the ten (10) intersections/existing traffic signal installations and any public building that will be determined to host layer 3 switches or other devices needed for the fiber optic interconnect communication system, if required. This includes information on existing traffic signal equipment, layout, wiring, etc. This information will be obtained from the Owner. This task also includes obtaining and reviewing plans and files denoting existing fiber infrastructure and coordinating with Entrust Solution Group, who has designed a fiber optic backbone for the City of Waterloo; GIS databases of streets, signals, communications infrastructure, and other facilities; right-of- way information; Owner IT standards; and a review of the traffic signal cabinet inventory provided by the Owner. 3. Utility Research — This item includes research with the franchise utilities (gas, electric, telephone, cable television, fiber optic, etc.), and public utilities (sanitary sewer; storm sewer; and water main) for utility mapping information within the Project area regarding existing transmission and distribution lines and service laterals. 4. Photographic Review of Project Corridor(s) — This task includes taking photographs of the Project site and/or corridor(s) while traveling through the Project area. The purpose of this task is to provide for the efficient review of the site and/or corridor(s) during the design process. 5. Limited Topographic Surveys — No field survey work is required, per Owner. III. Preliminary Design Plans The Project will be designed utilizing the Iowa DOT's Standard Specifications for Highway and Bridge Construction, Statewide Urban Design and Specifications (SUDAS), City of Waterloo Traffic Signalization Specifications, and Special Provisions, if needed. A. Design Services — This task includes the drafting and design tasks necessary to perform the determination of the general location and dimensions of the proposed facilities. At the completion of this task, the preparation of acquisition documents and the determination of values of takings may proceed, or the plans may be finalized, if no acquisitions are necessary. No acquisitions or takings are anticipated for the Project. 1. Verify Recommended Concept — This task includes a review of the budget report, if available, and a verification of the appropriateness of the design concept, the scope of the Project, the schedule being proposed, and the budget for the proposed Project improvements, which were prepared for or obtained by the Owner and provided to the Consultant. At this time, if there is the need to modify the design concept, scope, schedule, or budget, the modification(s) shall be performed. 2. Preparation of Base Information — This task includes the collection of the Information of the research and data collection phase and the reduction of topographic survey data, if obtained, for the purpose of preparing Project drawings. The plan drawings will be prepared to an appropriate scale for 11" x 17" half- size sheets, using standards for line types and symbols. Scales smaller or larger than this will be used as Page 12 of 28 appropriate for the work involved. Most, if not all, base sheets will be prepared utilizing aerial photography obtained from the Owner as a background. 3. Horizontal Layout — This task includes the development of the approximate horizontal layout for the proposed communications conduit/cable for each roadway corridor where new conduit is to be installed and at each intersection and any public building where existing signalized intersections and building(s) are to be connected to the traffic signal communications network, if required. This task also includes development of the approximate locations for the proposed traffic detection and monitoring cameras and their associated wiring at each of the Project intersections where these cameras are to be installed. 4. Traffic Signal Communications Infrastructure Upgrade / Fiber Network Design — This task includes preparation of preliminary plans including general routing for upgrading the traffic signal communications infrastructure along the Project roadway corridor(s) and at the Project intersections and at any public building housing layer 3 fiber optic switches and other devices, if required. Plans will include general layout for the proposed conduits, cables, and handholes and a summary of anticipated Project quantities with Estimate Reference Information. This task includes traffic control cabinet and detection system upgrades to a traffic adaptive system. 5. Design Team Field Review — This task includes a field review by the Consultant's Design Team before the preliminary design plan set is submitted to the Owner. 6. Budget Review (Initial Consultant's Opinion of Anticipated Construction Cost) — This task includes the development of a quantity take -off in accordance with the Iowa DOT's standard bid items and the application of unit prices reasonable for the scope, schedule, and anticipated job site conditions. The revised total Project expenditures shall be reviewed and compared to the original Project budget. A discussion of the adequacy of the existing budget shall be made. If the budget is not adequate for some reason, options shall be evaluated, and a recommendation shall be made to address the budget issue. 7. Quality Review — This task includes a review by the Design Team regarding the quality of the design developed to date. Issues such as coordination with utilities, railroad companies, and other agencies; and the maintenance aspects of the facilities shall be considered while making this review. The accuracy and completeness of the documents shall also be scrutinized in order to minimize the need for modifications to the design. Any necessary modifications shall be included in the documents following the quality review by the designer and prior to continuing to the next step. 8. Preliminary Plan Submittal — This item includes the electronic submittal of the Preliminary Plans to the Owner. Preliminary Plans may also be submitted to the Iowa DOT, if requested. For the initial design review meeting, preliminary design plans will be prepared to approximately 60% development of the Project design. The preliminary design plans will include: • Title sheet • Tabulation of Utilities sheet • Typical Details sheet(s) • Initial Estimated Project Quantities sheet(s) • Initial Estimate Reference Information sheet(s) • General Notes sheet • Initial Tabulation of Equipment sheet(s) • Initial Communications Infrastructure Improvements plan sheets — roadway corridor(s) • Initial Communications Infrastructure Improvements plan sheets — intersections • Initial Communications Infrastructure Improvements plan sheets — building(s), if required 9. Field Reconnaissance — This task includes a field reconnaissance / field check with Owner staff after the preliminary design plan set is submitted to the Owner. IV. Check Plans and Final Plans A. Check Plans and Draft Special Provisions — This item includes the addition of information to the Preliminary Plans, the incorporation of the Preliminary Plan review comments to more fully develop the Contract Documents, and the development of draft Special Provisions. Page 13 of 28 1. Addition of Text / Information to Drawings — This task includes the addition of information and text to the drawings in order to provide for more detailed location and dimension information. Information related to quality of workmanship and quality of materials shall be included in the Project specifications or Special Provisions. 2. Develop Special Details — This item includes the design and drafting of special project details, if necessary. Standard details shall be included by reference only. 3. Develop Special Provisions — This task includes the development of Special Provisions, if necessary, to supplement the Standard Specifications. 4. Quality Review by the Designer — This task includes a detailed review of the information included in the drawings and in the Special Provisions. Any discrepancies discovered shall be resolved prior to continuing to the next step. 5. Budget Review (Updated Consultant's Opinion of Anticipated Construction Cost) — This item includes a refinement of the previous quantity take -offs developed for the standard bid items. Revisions to any unit prices as is appropriate based on additional Information shall occur as part of this task. A comparison of the current total Project budget with the allocated resources shall be made. The need to resolve any discrepancies shall be evaluated and recommendations to address any budget issues shall be made as part of this task. 6. Check Plan Submittal — This item includes the electronic submittal of the Check Plans; Draft Special Provisions, if required; and Updated Consultant's Opinion of Anticipated Construction Cost to the Owner and to the Iowa DOT. This task includes the electronic submittal of bid item information using the Iowa DOT's web -based Bid Items Application program. B. Final Plans and Special Provisions — This item includes the modification of the Check Plans and Special Provisions, if required, to incorporate the Check Plan review comments and to finalize the documents. 1. Refine Special Provisions — This task includes the refinement of the Special Provisions, if necessary, to supplement the Standard Specifications. 2. Quality Review by the Designer — This task includes a detailed review of the information included in the drawings and in the Special Provisions. Any discrepancies discovered shall be resolved prior to continuing to the next step. 3. Budget Review (Final Consultant's Opinion of Anticipated Construction Cost) — This item includes a refinement of the previous quantity take -off developed for the standard bid items. Revisions to any unit prices as is appropriate based on additional Information shall occur as part of this task. A comparison of the current total Project budget with the allocated resources shall be made. The need to resolve any discrepancies shall be evaluated and recommendations to address any budget issues shall be made as part of this task. 4. Final Plan Submittal — This item includes the electronic submittal of the Final Plans; Final Special Provisions, If required; and Final Consultant's Opinion of Anticipated Construction Cost to the Owner and to the Iowa DOT. The plan sheets that are anticipated for inclusion in the Final Plan set are listed below: • Title sheet • Tabulation of Utilities sheet • Typical Details sheet(s) • Final Estimated Project Quantities sheet(s) • Final Estimate Reference Information sheet(s) • General Notes sheet • Final Tabulation of Equipment sheet(s) • Final Communications Infrastructure Improvements plan sheets — roadway corridor(s) • Final Communications Infrastructure Improvements plan sheets — intersections • Final Communications Infrastructure Improvements plan sheets — building(s), if required Page 14 of 28 • Special Details sheet(s), if needed This Item includes updating the bid item information entered in the Iowa DOT's web -based Bid Items Application program during the previous plan submittal, If necessary. C. Project Studies (by Stanley Consultants) 1. Baseline Traffic Signal Timing Plan — The Subconsultant will develop the baseline timing plan based on traffic volume turning counts and Synchro file provided by the Owner. The timing plan is summarized in a Traffic Signal Operations Report which will include proper coordination timing plans with splits, force offs, offsets, and preparation of Time Space Diagrams for the corridor. The corridor baseline timings in the report are to be implemented in the adaptive traffic signal control system. An electronic (PDF) report and Synchro files will be provided to the Owner. (Estimated Effort is 46 hours.) 2. System Engineering Document — The Subconsultant will review existing ITS architecture documents and preform a system engineering analysis including a Concept of Operations (ConOps) that defines the expected operations, stakeholder input, vehicle detection, communications, system validation parameters, and operational needs. (Estimated Effort is 57 hours.) 3. Study Deliverables — The Subconsultant will prepare a Draft System Engineering Document for review and concurrence on operations, goals, etc. Upon receipt of any comments, Subconsultant will update and provide a Final System Engineering Document to Consultant. All System Engineering Document deliverables will be electronic PDF. (Estimated Effort is 8 hours.) 4. Before and After Study - The Subconsultant will complete the before and after validation study. This task will include travel time runs prior to activating the adaptive signal system and post operation. It is assumed for this task that the travel runs will require 8 hours for each before and after to capture travel times during peak hours and midday traffic conditions. The Subconsultant will request appropriate data available from the adaptive signal vendor, such as, Arrival on Red, Approach Delay, Phase Termination, Flow Profile, etc. The travel run data and vendor data will be summarized in a technical memorandum and submitted to Consultant. (Estimated Effort is 24 hours.) V. Contractor Procurement A. Bid Period Activities 1. Answer Questions from Iowa DOT— After Final Plans have been placed on file with the Iowa DOT and the Owner, clarification of items in question will be provided to assist the Iowa DOT with answering bidders' questions and preparation of any addenda that are necessary. 2. Attend Pre -Bid Conference (If Needed) — This contingency task will be performed at the Owner's request only and Involves attendance by Consultant at Project pre -bid conference with representatives of the Owner and with potential Project bidders. Owner's staff will facilitate the pre -bid conference. Consultant will prepare and submit agenda and minutes for the pre -bid conference to the Iowa DOT for advertisement or distribution to plan holders / potential bidders. VI. Deliverables A. Consultant Deliverables 1. Minutes of project review meetings to meeting attendees. 2. Monthly progress reports (submitted with project invoices) to Owner. 3. Preliminary Plans, 4. Preliminary Consultant's Opinion of Anticipated Construction Cost. 5. Check Plans, draft Special Provisions, if needed, and updated Consultant's Opinion of Anticipated Construction Cost. 6. Final Electronic Bid Item Information, using Microsoft Excel worksheets. 7. Final Plans, final Special Provisions, if needed, and updated Consultant's Opinion of Anticipated Construction Cost. 8. If needed, agenda and minutes for pre -bid conference to Iowa DOT. Page 15 of 28 VII. Owner's Responsibilities Material and Information to be provided by the Owner. The Owner shall provide the following material and information related to the Project: A. Electronic files of Owner's Traffic Operations Department's Traffic Signalization Specifications, If required by the Owner. B. Latest aerial photography for the Project area. C. PDF files of GIS data (or photocopies) of sewer utility records, water utility records, storm sewer utility records, traffic signal records, and miscellaneous utility records (as available). D. Inventory of existing equipment contained in traffic signal cabinet(s) at each Project intersection and any public building to be connected to Owner's communications network that is pertinent to design and installation of proposed communications network improvements, if required. E. Inventory of major components that Owner anticipates will need to be furnished and installed by Contractor within or on traffic signal cabinet(s) at each Project intersection and at each public building that is to be connected to the Owner's communications network, if required. F. Contractor bid prices from recent similar projects let by the Owner. Tasks to be Performed by the Owner. The Owner shall perform the following tasks related to the Project: A. Attend Project kick-off meeting. B. Attend Project design review meetings. C. Attend Project field review meetings. D. Facilitate Project pre -bid conference, if needed. Page 16 of 28 ATTACHMENT B Specifications Iowa Statewide Urban Design and Specifications (SUDAS) Specifications Manual, 2024 Edition and the Iowa Department of Transportation Standard Specifications for Highway and Bridge Construction, Series 2023, plus General Supplemental Specifications; and applicable Supplemental Specifications, Developmental Specifications, and Special Provisions. Page 17 of 28 ATTACHMENT C (referenced from 3.1) Specific Rate of Compensation 3.1.1 FEES AND PAYMENTS 3.1.1.1 Fees. For full and complete compensation for all work, materials, and services furnished under the terms of this Agreement, the Consultant shall be paid fees not to exceed the maximum amount payable under this Agreement of $ 98,220.00. 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. A contingency amount of $ 6 095 00 has been established for this Agreement and Is included in the maximum amount payable. Written request by the Consultant indicating the need and written approval by the Contract Administrator and concurrence from the Iowa DOT are needed prior to usage of the contingency amount. The current schedule of billing rates (direct labor rate, overhead, and fixed fee) are set forth In Attachment C-1. The Consultant may submit for approval a revised rate schedule once during the contract period. This revision may include a revised overhead rate and revised direct labor rates. The revised rate schedule should be submitted to the Contract Administrator for approval and by the Contract Administrator's written approval it shall become a part of this Agreement. 3.1.1.2 Reimbursable Costs. The Consultant shall be reimbursed for direct non -salary costs which are directly attributable and properly allocable to the work. The Consultant will be required to submit a detailed listing of direct non -salary costs incurred and certify that such costs are not included in the overhead expense pool. These costs may include travel and subsistence, reproductions, computer charges, and materials and supplies. Reimbursement of costs is limited to those that are 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 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. The Owner shall retain from each monthly payment for construction inspection or construction administration services 3% 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. Invoices shall include Iowa DOT project number and shall accompany backup documents showing a general description of work that was done. Upon completion, delivery and acceptance of all work contemplated under this Agreement, the Consultant shall submit one complete invoice statement of costs incurred and amounts earned. 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. Page 18 of 28 I. Labor Cost (Prime Only) Employee Classification ATTACHMENT C-1 Cost Analysis Worksheet Contract STP-A-8155(784)--86-07 Hours Rate Amount Engineering Manager Civil Engineer IV SPP Civil Engineer IV Civil Engineer III Civil Engineering Intern I Administrative Assistant 7 22 135 155 13 2 $170.00 $165.00 $236.00 $145.00 $125.00 $85.00 $1,190.00 3,630.00 31,860.00 22,475.00 1,625.00 170.00 Labor Total 321 60,950.00 II. Estimated Actual Costs (EAC) (Prime Only) ( ) = III. Contingency (Prime Only) ( 10% of IV. Subconsultant Expenses {NONE} (Lump Sum Fee) Total Subconsultant Costs = VI. Specific Rate of Compensation Agreement Total (II + Ill + IV) = (Maximum Amount Payable) * Includes contingency amounts (Prime) & Subconsultants) totaling Total Initial Authorized Costs (Excluding All Contingency Amounts) $60,950.00 (Rounded) $6,095.00 (Rounded) $31,175.00 $31,175.00 $98,220.00 $6,095.00 $92,125.00 Page 19 of 28 The Agreement amount indicated is for the tasks identified in the Attachment A Scope of Service section above and does not include any tasks listed in the Additional Services section below. ADDITIONAL SERVICES The following are additional services that may be required for this Project. We can provide these services, but they are not part of this proposal at this time. 1. Detailed field surveys including horizontal and vertical control surveys, reference ties, utility surveys, and topographic surveys. 2. Boundary and property surveys adequate to prepare property acquisition documents. 3. On -site field reviews of Project site(s) and/or corridor(s) with utility representatives to discuss Project design and Impacts. 4. Determination of right-of-way and/or easement requirements to accommodate relocations of any utility facilities. 5. Preparation of Right-of-way and Easement Sheet(s) for inclusion in Contract Documents. 6. Preparation of property acquisition documents with legal descriptions, such as right-of-way acquisition plats and/or temporary construction easement exhibits, if needed. 7. Detailed design of and plans for pedestrian ramps impacted by construction of proposed communications network improvements to provide compliance with Americans with Disabilities Act (ADA) requirements. 8. Assistance with preparation of any permit applications required for Project construction. 9. Construction surveys and other construction phase services, such as construction observations and construction administration. Page 20 of 28 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 Non -procurement 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 the Federal Government, the department or agency may terminate this transaction for cause or default. Page 21 of 28 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, Jordan K. Primus, Cedar Rapids Office Manager of Willett, Hofmann and 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. 41444,4ye (Signature) Subscribed and sworn to this 3rd day of May 2024 (month) (year) Page 22 of 28 ATTACHMENT E CERTIFICATION OF CONSULTANT I hereby certify that I, Jordan K. Primus, am the Cedar Rapids Office Manager and duly authorized representative of the firm of Willett, Hofmann and Associates, Inc., whose address is 625 32nd Avenue SW, Cedar Rapids, Iowa 52404, 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 Federal -aid highway funds, and is subject to applicable, State and Federal laws, both criminal and civil. /4,49"..ty. 5/3/2024 Signature Date Page 23 of 28 ATTACHMENT F CERTIFICATION OF OWNER I hereby certify that I, Quentin M. Hart, am the Mayor 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 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. 0uea12a 914 DIGITARY SIGNED 8/5/2024 Signature Date Page 24 of 28 Consultant Name Consultant Address Consultant Address Invoice No. Invoice Period Covered Consultant Job No. ATTACHMENT G Page 6 Specific Rate Progressive Invoice Date Client Project No. County Client Project Description Client Contract No. Contract Cumulative Current Estimate To Date Period Labor Dollars Direct Expenses Mileage Per Diem CADD Estimated Actual Costs [Prime Only] (See Note 1) Subconsultants (including authorized contingency) Name Name Name Total Authorized Contingency Total Authorized Amount Total Billed To Date Remaining Authorized Balance Unauthorized Contingency Prime Subconsultant Name Subconsultant Name Labor Hours Note 1: Do not include Subconsultant Expenses. Include Labor Dollars and Direct Expenses for Prime Consultant only. Page 25 of 28 Consultant Name Consultant Address Consultant Address Invoice No. Invoice Period Covered Consultant Job No. ATTACHMENT G Page 7 Specific Rate Final Invoice Date Client Project No. County Client Project Description Client Contract No. Contract Cumulative Current Estimate To Date Period Labor Dollars (2002) Labor Dollars (2001) Labor Dollars (2000) Labor Dollars (1999) Direct Expenses Mileage Per Diem CADD Estimated Actual Costs [Prime Only] (See Note 1) Subconsultants (including authorized contingency) Name Name Name Total Authorized Contingency Total Authorized Amount Total Billed To Date Remaining Authorized Balance Unauthorized Contingency Prime Subconsultant Name Subconsultant Name Labor Hours (2002) Labor Hours (2001) Labor Hours (2000) Labor Hours (1999) Note 1: Do not include Subconsultant Expenses. Include Labor Dollars and Direct Expenses for Prime Consultant only Page 26 of 28 ATTACHMENT G Page 8 Specific Rate Final Invoice Instructions • Employee Labor Hours and Dollars: A final cumulative job cost report that shows a breakdown of labor by fiscal year, employee name, employee labor hours and employee labor rate is required. In lieu of a final job cost report, a summary of the aforementioned information is needed. The summary should be supported by monthly job cost detail. • Direct Expenses: A final cumulative job cost report that shows a breakdown of direct expenses by specific item (mileage, CADD, per diem, etc.....) by fiscal year is required. Direct expense items charged should identify the number of units (miles, hours, prints, copies, feet, etc.....) and the rate applied by fiscal year. In lieu of a final job cost report, a summary of the aforementioned information is needed. The summary should be supported by monthly job cost detail. • Subconsultant: Final invoice requirements for subconsultants with specific rate contracts are the same as the requirements for the prime consultant. It is the prime consultant's responsibility to assure such an invoice is acquired and attached to the prime's final invoice. Page 27 of 28 ATTACHMENT H Consultant Fee Proposal TASK Civil Engineering Intern I Civil Engineer III SPP Civil Engineer IV Civil Engineer IV Engineering Manager Administrative Assistant i- s• Clerical/Invoicing 0 0 0 4 0 2 6 Project/Contract Management 0 0 0 15 7 0 22 Research / Data Collection 6 4 0 0 0 0 10 Conceptual Design - Initial 2 5 36 0 0 0 43 Conceptual Design - Check & Final 0 12 12 0 0 0 24 Drafting - Initial Conceptual Plans 0 72 2 0 0 0 74 Drafting - Check and Final Conceptual Plans 0 7 0 0 0 0 7 Field Review 3 12 12 0 0 0 27 Field Surveys 0 0 0 0 0 0 0 Travel 2 16 16 0 0 0 34 Meetings 0 6 11 0 0 0 17 Utility Coordination 0 4 1 0 0 0 5 Quality Control 0 0 18 0 0 0 18 Specifications/Manual 0 0 6 0 0 0 6 Cost Estimating/Quantities 0 17 9 0 0 0 26 Consultant Coordination 0 0 10 3 0 0 13 Bidding 0 0 2 0 0 0 2 135.0 22.0 7.0 2.0 334.0 Total Hours 13.0 155.0 Rate ($/Hour) 125 00 145.00 236.00 165.00 170.0 0 85.00 Total ($) Anticipated Labor Costs 1,625 22,475 31,860 3,630 1,190 170 60,950 Total Anticipated Direct Expense Costs ($) 31,175 Total (Not -to -Exceed) Fee Amount ($) 92,125 Contingency Amount ($) 6,095 TOTAL [MAXIMUM AMOUNT PAYABLE] ($) 98,220 Page 28 of 28