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HomeMy WebLinkAboutKirkham Michael & Associates, Inc.-Professional Services Agreement-06.04.2007 Iowa DOT Project No. City of Waterloo Project No. Kirkham Michael Project No. 0611635 Professional Services Agreement for West Shaulis Road Extension -711 This is an AGREEMENT, made as of the / day of (-C h ( in the year 2007; by and BETWEEN the City of Waterloo, Iowa, identified as the Owner; City of Waterloo Engineering Department 715 Mulberry Street Waterloo, Iowa 50703 319-291-4312 and the Consultant; Kirkham Michael & Associates, Inc. 11021 Aurora Avenue Urbandale, Iowa 50322 515-270-0848 for the following Project: The Owner has decided to improve West Shaulis Road Extension in accordance with the current Statewide Transportation Improvement Program. It has been determined that the Owner shall proceed with the preparation of final design, plans, specifications and estimates for the improvements, subject to the concurrence and approval of the Iowa Department of Transportation (Iowa DOT)and the Federal Highway Administration (FHWA)(when applicable). The Owner desires to employ the Consultant to provide preliminary survey and engineering services in connection with the design and preparation of plans, specifications and estimates for the improvements. The Consultant is willing to perform such engineering work in accordance with the terms hereinafter provided and warrants that it is in compliance with Iowa statutes relating to the licensure of professional engineers. Page 1 of 20 TABLE OF CONTENTS Article Number And Description 1 Initial Information 1.1 Project Parameters 1.2 Financial Parameters 1.3 Project Team 1.4 Time Parameters 2 Scope Of Services And Other Special Terms And Conditions 2.1 Enumeration of Parts of the Agreement 3 Form of Compensation 3.1 Method of Reimbursement 3.2 Subconsultant 4 Terms And Conditions 4.1 Ownership of Engineering Documents 4.2 Revision of Plans 4.3 Extra Work 4.4 Progress Meetings 4.5 Additional Plans 4.6 Termination of Agreement 4.7 Extension of Time 4.8 Mediation 4.9 Arbitration 4.10 Responsibility for Claims and Liability 4.11 Non-Raiding Clause 4.12 General Compliance with Laws 4.13 Subletting,Assignment or Transfer 4.14 Forbidding Use of Outside Agents 4.15 Consultant's Endorsement on Plans 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—Consultant Staff Hour and Fee Estimate Attachment C—Fees and Payments Attachment D-Certification Regarding Debarment, Suspension, and Other Responsibility Matters Attachment E-Certification of Consultant Attachment F-Certification of Owner Page 2 of 20 ARTICLE 1 INITIAL INFORMATION This Agreement is based on the following information and assumptions. 1.1 Project Parameters The objective or use is development of the West Shaulis Road Extension as a major arterial roadway, possibly including staged implementation, and including connecting roadways and other associated features, as needed. 1.2 Financial Parameters 1.2.1 The financial parameters are; Amount of the Owner's budget for the Consultant's compensation is to be determined. 1.2.2 Amount of the Consultant's budget for the subconsultants'compensation is as described in the attachment to this agreement. 1.3 Project Team 1.3.1 The Owner's Designated Representative identified as the Contract Administrator is: Jeff Bales City of Waterloo Engineering Department 715 Mulberry Street Waterloo, Iowa 50703 319-291-4312 ieff.baleswaterloo-ia.org 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: Shawn Foutch, P.E.,Vice President Kirkham Michael &Associates, Inc. 11021 Aurora Avenue Urbandale, Iowa 50322 515-270-0848 sfoutchkirkham.com 1.3.3 The subconsultants retained at the Consultant's expense are: Robinson Engineering Company Tallgrass Historians, L.C. Terracon 1.4 Time Parameters 1.4.1 Date to Proceed: Consultant is to begin work under this Agreement upon receipt of a written notice to proceed from the Owner. Preliminary design activities identified in this contracted scope of work shall be completed according to the following schedule. Transportation Planning and Concept Development Sept 2007 Initial Field Survey Oct 2007 Environmental Concurrence Jan 2008 Geotechnical Investigations Nov 2007 Preliminary Design—309/o review Jan 2008 Preliminary Design—60% review April 2008 Platting, Legal Descriptions April 2008 1.4.2 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. Page 3 of 20 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 Consultant 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, Consultant, Iowa DOT, and the FHWA(if applicable). This Agreement comprises the documents listed below. 2.1.1 The work to be performed by the Consultant under this Agreement shall encompass and include all detail work, services, materials, equipment and supplies necessary to prepare and deliver the scope of services provided in Attachment A. 2.1.2 All services herein required and provided shall be in conformity with the 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 plans, specifications and estimates. 2.1.3 Other documents as listed in the Table of Contents for this agreement. ARTICLE 3 FORM OF COMPENSATION 3.1 Method of Reimbursement 3.1.1 For the Consultant's services as described under Article 2,compensation shall be computed in accordance with the Cost Plus Fixed Fee compensation method, as defined in Attachment C. 3.2 Subconsultant 3.2.1 The Consultant shall require the subconsultants (if applicable)to notify them if they at any time determine that their costs will exceed their estimated actual costs. The Consultant shall not allow the subconsultants to exceed their estimated actual costs without prior written approval of the 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 unless the Contract Administrator has given prior written approval and the Iowa DOT and the FHWA(when applicable) concurs. ARTICLE 4 TERMS AND CONDITIONS 4.1 Ownership of Engineering Documents 4.1.1 All sketches, tracings, plans, specifications, reports on special studies and other data prepared under this Agreement shall become the property of the Owner and shall be delivered to the Contract Administrator upon completion of the plans or termination of the services of the Consultant. There shall be no restriction or limitation on their future use by the Owner, except any use on extensions of the project or on any other project without written verification or adaptation by the Consultant for the specific purpose intended will be the Owner's sole risk and without liability or legal exposure to the Consultant. 4.1.2 The Owner acknowledges the Consultant's plans and specifications, including all documents on electronic media, as instruments of professional service. Nevertheless, the plans and specifications prepared under this Agreement shall become the property of the Owner upon completion of the services and payment in full of all moneys due to the Consultant. 4.1.3 The Owner and the Consultant agree that any electronic files prepared by either party shall conform to the specifications listed in Attachment B. All electronic files will be submitted to the Owner by the Consultant on CD or other mutually agreed upon medium. Any change to these specifications by either the Owner or the Consultant is subject to review and acceptance by the other party. Additional Page 4 of 20 r j efforts by the Consultant made necessary by a change to the CADD software specifications shall be compensated for as Additional Services. 4.1.4 The Owner is aware that significant differences may exist between the electronic files delivered and the respective construction documents due to addenda, change orders or other revisions. In the event of a conflict between the signed construction documents prepared by the Consultant and electronic files, the signed construction documents shall govern. 4.1.5 The Owner may reuse or make modifications to the plans and specifications, or electronic files while agreeing to take responsibility for any claims arising from any modification or unauthorized reuse of the plans and specifications. 4.2 Revision of Plans 4.2.1 Drafts of work products shall be submitted to the 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". 4.2.2 In the event that the work product prepared by the Consultant is found to be in error and revision or reworking of the work product is necessary, the Consultant agrees that it shall do such revisions without expense to the Owner, even though final payment may have been received. The Consultant must give immediate attention to these changes so there will be a minimum of delay during construction. The above and foregoing is not to be construed as a limitation of the Owner's right to seek recovery of damages for negligence on the part of the Consultant herein. 4.2.3 Should the 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 4.3. 4.3 Extra Work 4.3.1 If the Consultant is of the opinion that any work it has been directed to perform is beyond the scope of this Agreement, and constitutes"Extra Work", it shall promptly notify the 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 Consultant upon the basis of actual costs plus a fixed fee amount, or at a negotiated lump sum. Unless written approval for"Extra Work"has been secured in advance from the 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 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 Plans 4.5.1 At the request of the Contract Administrator, the Consultant shall furnish sufficient prints of plans or other data in such detail as may be required,for the purposes of review of details and for plan-in-hand and field check inspections. Page 5 of 20 4.6 Termination of Agreement 4.6.1 In the event of the death of any member or partner of the Consultant's firm,the surviving members shall complete the work, unless otherwise mutually agreed upon by the Owner and the survivors. 4.6.2 The right is reserved by the Owner to terminate this Agreement at any time upon not less than thirty (30)days'written notice to the Consultant. 4.6.3 In the event the Agreement is terminated by the Owner without fault on the part of the Consultant,the Consultant shall be paid for the reasonable and necessary work performed or services rendered and delivered up to the effective date or time of termination. The value of the work performed and services rendered and delivered, and the amount to be paid shall be mutually satisfactory to the Contract Administrator and to the Consultant. The Consultant shall be paid a portion of the fixed fee, plus actual costs. The portion of the fixed fee shall be based on the ratio of the actual costs incurred to the estimated actual costs contained in Attachment C. Actual costs to be reimbursed shall be determined by audit of such costs to the date established by the 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 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. 4.6.5 The right is reserved by the Owner to suspend this Agreement at any time. The Contract Administrator may effect such suspension by giving the Consultant written notice, and it will be effective as of the date established in the suspension notice. Payment for the Consultant's services will be made by the Owner to 1he 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 loy written consent of the Consultant. 4.6.7 This Agreement will be considered completed when the construction of the project has progressed sufficiently to make it clear that the construction can be completed without further revisions in that work, or if the Consultant is released prior to such time by written notice from the 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 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 caused by an act of God, war, government actions, or similar causes beyond the reasonable control of the Consultant. 4.8 Mediation 4.8.1 In an effort to resolve any conficts that arise during the design or construction of the project or following the completion of the project, the Owner and the Consultant agree that all disputes between them arising out of or relating to this Agreement shall be submitted to non-binding mediation unless the parties mutually agree otherwise.The Owner and the Consultant further agree to include a similar mediation provision in all agreements with independent contractors and Consultants retained for the project and to require all independent contractors and Consultants also to include a similar mediation provision in all agreements with subcontractors, subconsultants, suppliers or fabricators so retained, thereby providing for mediation as the primary method for dispute resolution between the parties to those agreements. Page 6 of 20 t• 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 Consultant 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 Consultant, its members, agents, stockholders, or employees in connection with performance of this Agreement. 4.11 Non-Raiding Clause 4.11.1 The Consultant shall not engage the services of any person or persons, then in the employment of the Owner, for work covered by this Agreement without the written consent of the employer of such person. 4.12 General Compliance With Laws 4.12.1 The Consultant 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 Consultant 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 Consultant warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the Consultant, to solicit or secure this Agreement, and that it has not paid or agreed to pay any company or person, other than bona fide employees working solely for the Consultant, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, the Owner shall have the right to annul the Agreement without liability, or in its discretion to deduct from the Agreement price or consideration or otherwise recover the full amount of such fee, commission, percentage, brokerage fee, or counterpart fee. 4.15 Consultant's Endorsement On Plans 4.15.1 The Consultant shall endorse the completed computations prepared under this Agreement, and shall affix thereto the seal of a licensed professional engineer or architect, licensed to practice in the State of Iowa, in accordance with the current Code of Iowa. 4.16 Compliance With Title 49, Code Of Federal Regulations 4.16.1 During the performance of this Agreement, the Consultant and its assignees and successors in interest agree as follows: 4.16.1.1 Compliance with Regulations 4.16.1.1.1 The Consultant will comply with the regulations of the U.S. Department of Transportation, relative to nondiscrimination in federally assisted programs of the U.S. Department of Transportation (Title 49, Code of Federal Regulations, Part 21, hereinafter referred to as the"Regulations"),which are herein incorporated by reference and made a part of this Agreement. Page 7 of 20 1 � 4.16.1.2 Nondiscrimination 4.16.1.2.1 The Consultant,with regard to the work performed by it, will not discriminate on the grounds of race, religion,age, physical disability, color, sex or national origin in the selection and retention of subconsultants, including procurement of materials and leases of equipment. The Consultant will not participate, either directly or indirectly, in the discrimination prohibited by Section 21.5 of the Regulations, including employment practices when the Agreement covers a program set forth in the Regulations. 4.16.1.3 Solicitation for Subconsultants, Including Procurement of Materials and Equipment 4.16.1.3.1 In all solicitations, either by competitive bidding or negotiation made by the Consultant for work to be performed under a subcontract, including procurement of materials or equipment, each potential subconsultant or supplier shall be notified by the Consultant of the Consultant's obligation under this contract and the regulations relative to nondiscrimination on the grounds of race, religion, age, physical disability, sex, or national origin. 4.16.1.4 Disadvantaged Business Enterprises 4.16.1.4.1 The Consultant or its subconsultants agree(s)to ensure that disadvantaged business enterprises (DBEs)as defined in 49 CFR Part 26 have the maximum opportunity to participate in the performance of contracts and subcontracts financed in whole or in part with Federal funds provided under this Agreement. In this regard the Consultant and all of its subconsultants shall take all necessary and reasonable steps in compliance with the Iowa DOT DBE Program to ensure disadvantaged business enterprises have the maximum opportunity to compete for and perform contracts. The Consultant and their subconsultants shall not discriminate on the basis of race, religion, age, physical disability, color, sex or national origin in the award and performance of U.S. DOT assisted contracts. If, as a condition of assistance,the Iowa DOT has submitted to the U.S. DOT, or the Consultant 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 Consultant agrees(s)to carry out, this program(s) is incorporated into this Agreement by reference. This program shall be treated as a legal obligation and failure to carry out its terms shall be treated as a violation of this financial assistance agreement. Upon notification to the Consultant of its failure to carry out the approved program, the Owner, 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 Consultant to obtain future U.S. DOT financial assistance. The Consultant or any of its subconsultants are hereby advised that failure to fully comply with the Iowa Department of Transportation's DBE Program shall constitute a breach of contract and may result in term nation of this Agreement or agreement(s)by the Owner or such remedy as the Owner deems appropriate. Refer to Article 4.6 of the Agreement. 4.16.1.5 Information and Reports 4.16.1.5.1 The Consultant will provide all information and reports required by the regulations, orders and instructions issued pursuant thereto, and will permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the Owner, the Iowa DOT, or the FHWA, to be pertinent to ascertain compliance with regulations, orders and instructions. Where any information required of a Consultant is in the exclusive possession of another who fails or refuses to furnish this information,the Consultant shall so certify to the Owner, 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 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: ...1.6.1.1 Withholding of payments to the Consultant under the Agreement until the Consultant complies, and/or ...1.6.1.2 Cancellation, termination or suspension of the Agreement, in whole or in part. Page 8 of 20 4.16.1.7 Incorporation of Provisions 4.16.1.7.1 The Consultant 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 regulations, orders or instructions issued pursuant thereto. The Consultant 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 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, 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 Consultant is to maintain all books,documents, papers, accounting records and other evidence pertaining to this Agreement and to make such materials available at their respective offices at all reasonable times during the agreement period, and for three years from the date of final payment under the Agreement, for inspection and audit by the 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 Consultant and the Owner and to participate in the review or examination of the work in progress. 4.19 Severability If any section, provision or pail 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. Page 9 of 20 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. KIRKHAM, MICHAEL&ASSOCIATES, INC. 1, ( t'° Date: M 44, 34 4.2e07 Shawn L. Foutch, Vice President CITY OF WATERLOO �-i-" r Uz/f•-GL, Date: Hon. Mayor Tim Hurley IOWA DEPARTMENT OF TRANSPORTATION Accepted for Authorization* By Date: Name Title Office *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 20 ATTACHMENT A Scope of Services The CONSULTANT shall perform the following Basic Services with respect to the project in accordance with the General Terms and Conditions set forth in this agreement. 1. Project Management 1.1. Coordinate efforts of project team and subconsultant services, to deliver the scope of services desired by the city, as addressed in this or subsequent negotiated scopes of work. 1.2. Provide regular, monthly progress reports to the city to ensure orderly and efficient progress on the project. Include regular monthly invoices tied to progress on the project, so that the city is able to accurately track project costs in relation to progress. 2. Public Involvement 2.1. Produce informational materials for stakeholders and city leaders. Products shall consist of one- to two-page summaries of the project and relevant issues., to be generated one or more times throughout the project, as informational needs dictate. Materials will be provided to landowners upon or prior to contact for the project, and shall be used for public meetings and Council updates as needed. 2.2. Contact landowners to obtain permission to enter for survey and geotechnical work. Coordinate with landowners to identify right-of-way issues and determine appropriate right-of-way limits. Conduct additional meetings with selected landowners if issues are identified that require discussion prior to selection of final right-of-way and subsequent negotiations. 2.3. Contact utilities operating in the area to determine existing and planned facility requirements. Coordinate with preliminary design to ensure that utilities are constructed where needed, that the roadway design properly accommodates them, and that needed details are properly shown on plans and other related documents. Assist City in negotiating with utilities as needed to achieve a workable plan for the roadway corridor. 2.4. Coordinate with City staff to ensure that the roadway design accommodates planned and existing needs, and is well-coordinated with land use planning, expected development, roadway system planning, budgeted implementation schedules, and other issues that may be identified. 2.5. Present a project update to the City Council after completion of preliminary design to report on traffic findings, the preliminary design, public comment and other milestones, if requested. 2.6. Conduct a public meeting to present and discuss the preliminary design, if warranted by project issues. Provide project overview and detail, and answer questions, as required. 2.7. Attend other meetings with city staff as required to develop the project and coordinate with other city work in the area. 2.8. Coordinate with Iowa DOT officials as necessary to advance the project. 2.9. Additional public involvement services may be added in the final design, advertisement and award, and construction phases of the project, to be negotiated separately at a later time. 3. Data Acquisition 3.1. Meet with City staff to identify and obtain existing information relevant to the project, to include but not be limited to prior construction plans, environmental documentation, previous project correspondence, mapping, utility information, land use planning information, City standards and procedures. 3.2. Coordinate with others outside the City of Waterloo as required to obtain other relevant information, including discussions with the Iowa DOT, utilities, regulatory agencies, and others, as needed. Page 11 of 20 4. Transportation Planning 4.1. Coordinate with the local MPO to obtain regional model data for existing and forecasted growth conditions. 4.2. Coordinate with local planning staff to obtain land use planning information, including comprehensive plan, zoning maps, socio-economic data and projections for trip generation, recreational facility planning, and other existing data relevant to land use and facility planning through the project corridor. 4.3. In coordination with City and MPO staff, develop one or more proposed land use plans for development of the project corridor. Determine types of land uses, locations, densities, and the resulting traffic, access, and other infrastructure demands associated with them. Consult with City staff to determine one or more preferred scenarios that the City would expect or plan to pursue. Use for trip generation in support of traffic modeling. 4.4. Develop a local traffic model for the project area based upon the selected land use scenario(s). Coordinate with City staff and MPO staff to determine how the proposed land use scenario(s) may affect the MPO regional model, and develop one or more model runs with them to assess the proposed development. Compare and contrast the local and regional models to determine that they are appropriately consistent. Verify that forecasted land use scenarios are appropriate given traffic demands. 4.5. Conduct capacity analysis on the planned roadway facilities, given traffic generated from the transportation planning models. Identify the scope of improvements needed to accommodate forecasted traffic, both at full build-out, and at intermediate stages of development, as warranted by estimated timelines to achieve build-out (through coordination with City staff), and by budget limitations for development of the streets and infrastructure. 4.6. Review transportation planning models, capacity analysis, and recommendations with City staff to determine acceptability, and to identify needed revisions. Provide draft and final reports summarizing the work, findings, and recommendations. 5. Field Survey 5.1. Conduct a topographic survey of the corridor, supplementing and verifying coverage from existing available mapping. Pick up utilities, buildings, fences, and other topography required for design and construction of the project. 5.2. Survey drainways, culverts, bridges, and other drainage features to identify existing conditions and provide sufficient information for hydraulic analysis. 5.3. Locate and survey existing land boundary monuments, including public section corners, 1/4 corners and other monuments, as well as existing property pins and other referenced monumentation. Work shall not include researching and setting missing public or private monumentation, unless specifically required by the project and negotiated separately. Later phases of the project shall include setting monumentation for new right-of-way as required, to be negotiated separately. 5.4. Develop plat exhibits and legal descriptions for all property to be acquired in the project. Additional development of easements, deeds, and other conveyance materials may be added as a subsequent phase of the project, to be negotiated separately. 5.5. Map topography and surface data in Microstation, corresponding to City of Waterloo and Iowa Department of Transportation drafting standards. 6. Concept Development 6.1. Develop conceptual designs for roadway facilities, illustrating stages of development tied to land development schedule estimates and road construction funding availability. 6.2. Estimate construction costs for staged development. Coordinate with City staff to identify preferred stages of development tied to funding availability. Develop a construction and funding implementation plan for the project. 7. Environmental Analysis 7.1. Review existing Environmental Assessment materials for the project. Page 12 of 20 7.2. Coordinate with City, laDOT, and other affected agencies to identify environmental issues relevant to the project. Determine process required for environmental clearance in cooperation with laDOT. Coordinate with other regulatory agencies to determine the scope and extent of analysis required to identify and assess resources under their authority. 7.3. Delineate wetlands on the project corridor. Conduct limited field reviews for threatened and endangered species, archaeology, historic architecture if required. Additional detailed analysis of environmental resources, if identified through this process, will be provided under a separate scope of work, to be negotiated later if needed. 7.4. Coordinate with the Iowa DOT to develop the required level of environmental study and documentation, and to obtain clearance through a categorical exclusion, if appropriate. Additional work, if required to satisfy a higher level of environmental clearance, shall be provided under a separate scope of work, to be negotiated later if needed. 8. Geotechnical Engineering 8.1. Perform geotechnical investigations through the project corridor. Obtain soil samples sufficient to guide design of the project in accord with Waterloo and Iowa DOT procedures and standards. 8.2. Conduct laboratory analysis and generate reports of findings. 9. Preliminary Design 9.1. Generate a preliminary design of the preferred roadway concept. Include roadway geometry, cross sections and earthwork, pavements, drainage facilities, access locations, right-of-way, recreation trails, public and identified private utilities, traffic control facilities including signing, striping, and signalization, if warranted. Develop preliminary plans, to approximately 60% of final design. Provide to city engineering staff and Iowa DOT (if required)for review and comment. 9.2. Develop and provide a preliminary opinion of construction costs for the proposed improvements. 9.3. Review plans and cost opinion with city engineering staff, including a field review if needed. Update plans to address comments, and develop sufficient to proceed with right-of-way acquisitions. 10. Final Design 10.1. To be negotiated separately upon completion of the preliminary design, to be negotiated separately once the scope of work required is known in sufficient detail. 11. Right-of-way Acquisition 11.1. To be negotiated separately upon completion of the preliminary design, to be negotiated separately once the scope of work required is known in sufficient detail. 12. Bid, Advertise, and Award 12.1. To be negotiated separately upon completion of the preliminary design, to be negotiated separately once the scope of work required is known in sufficient detail. 13. Construction Administration and Observation 13.1. To be negotiated separately upon completion of the preliminary design, to be negotiated separately once the scope of work required is known in sufficient detail. 14.Audits/ Final Closeout 14.1. To be negotiated separately upon completion of the preliminary design, to be negotiated separately once the scope of work required is known in sufficient detail. Page 13 of 20 West Shaulis Road Extension Engineering Services Proposal ATTACHMENT B Staff Hour and Fee Estimate updated 4/10/07,arc Principal Senior Engineer Senor Cadd Land Task Desch Ilon Admin/ Subtotals KM Robinson Tallgrass Acquisition P Engineer Engineer Envr.Scientist Intern Surveyor Tech Party Chief Clerical Labor Engineering Historians Terracon Specialist (Shawn) (Rk/Steve) (Jue/Holly) (Scoff/Usa) (Chad) (Russ/Duane) (Ted) (Cindy) $87 $43 $35 $23 $43 $30 $20 $20 $72 $100 (Gr$150) 1A t 1 ncl Maanagement $2,6948 $0 $48 S0 SO $0 SO SO : 0- $3,174. $4,029 Stoop $0 $0 12 Project Reports/Invoicing 16 8 56 8 incl in Final 1.3 Scheduling 16 t6 2 Indin Foal moot) in Final I:P0E0k Mw6'a!YRnt,__ $2,424 $1.720 $0 $1,308 $0 $0. $0 S200. 53,850 $0 $0 $0 $0 2.1 Landowner Meetings 16 8 t6 8 22 Utility Coordination 8 16 24 2.3 Engr/Planning/Leisure Svcs 8 8 8 2.4 Prelim Design Public Mtg 4 8 8 2 2.5 Design Public Hearing To be Negotiated with Final Design 3.0 13ateArquie111an $289 $344.: $420 7658'.. $172- $0 $480.. $0 $2338 SO- $0. SO. .SO 3.1 Meetings 4 4 4 24 32 .,Resa Research 4 8 4 4 24 q 11 ro $4Aip $$ $o:,;4EXoes- so so $o $160 0,455 pi$o $5 so 4.1 MPO Coordination 8 4 4.2 City Planning Coord 16 8 4.3 Land Use Plan Scenarios 8 28 4.4 Traffic Model 16 32 4.5 Capa Analysis 8 dty 24 4.6 Reporting 8 32 8 sib Raid. Ae40./4$4380 $1.0.78 S43o 00 $74e':.:ice. $$syb8 �„-'`.04080 '':: $$$O $36.656 0.1.434 $5 0 SS 5.1 Topography 2 52 Hydrology and Hydraulic 2 2 2 8 2{ 40 100 53 Legal 4 4 8 70 140 280 SA Plaf6g/Legal DascnPtions 8 4 8 210 280 24 €4' 04%44o 4049 n1 $888 $u .$$Ati2 $5 /$0 $o . $1io W34 to to to 1$6.1 Concept Designs 24 8 40 0 62 Cost Estimates/Funds Flow 16 8 24 7A EnVronrnenral Analysis $1,818 $602 $2,240 $187 SO ::'$0 $0 S0 $4,845 SO $4,800 S0: $0 7.1 Review El 8 Documentaton 8 4 16 4 24 72 Agency Coordination 8 4 24 4 24 7.3 Field Reviews4 4 16 7.4 IDOT Concurrence 4 2 8 8� Fnel$$sa1 Engkpe$,g S260 $1.032.. $0 $187 $5 :A $o so $,496 so SOt3,055 $0 4 82 Lab Analysis/Reporting 8 8 9.0 Preliminary Dsi4 rt $7273 $9288 $5 $13.819 So $12ti5. $o, 11eo $43394 $14$8 SO S0 1D 9.1 Geometry 8 24 80 40 92 Caere/Earthwork 6 24 80 85 9.3 Pavements 4 16 40 4o 9.4 Drainage 24 16 8 136 9.5 Access/Rightof-way to 8 40 40 9.6 Roc Trails 8 24 80 40 9.7 Utilities 24 80 40 9.8 Traffic Faalites 40 24 80 80 9.9 Cost Estimates 6 24 40 24 9.10 Production/Copies/Submittal 8 24 24 24 9.11 Client and Field Review 16 16 24 16 8 10S_S7nal_i111eI1n SO SO $0 SO $0 SO SO $0 $O $0 S0. SO. SO 10.1 Preellnrewry Revisions To be Negotiated with Final Design 10.2 Check Plan Detail To be Negotiated with Foal Design 10.3 Cost Estimates To be Negotiated with Foal Design 10.4 Check Plan Subnftal/Renew To be Negotiated with Final Design 10.5 Final Design Revisions To be Negotiated with Final Design 11.0 18y80wyAe$0.6ane $0 $0 $0 $0 S0. S0 $0 $0 $0 $0 $0 $0 $0 11.1 Appraisal/Reviews To be Negotiated with Final Design 11.2 Negotiations To be Negotiated with Final Design 11.3 Documentation/Execution To be Negotiated with Foal Design 11.4 Monutnentation To be Negotiated with Foal Design 120 Aaver0eerrnt end Bidang $O $5 S0 $0 S0 S0 $0 $0 S0 S0 $0 to S0 12.1 Prebid Conference To be Negotiated with Final Design 12.2 IDOT Consultation/Clarifications To be Negotiated with Final Destgt 13.0 Co stue:lienAdrnmrvatw, S5 $0 $o $o $0 S0 $u SO SO 80 So m 13.1 Administration To be Negotiated with Final Design 13.2 On-site Observation To be Negotiated with Foal Design 13.3 Mateials Testin g To be Negotiated with Foal Design 180 Aural 7 FM Dora* $0 S0 $0 S0 $0, SO. SO SO SO SO $0 $0 SO 14.1 Documentation To be Negotiated with Fnal Design 14.2 Submittal/Audit Review To be Negotiated with Foal Design TOTAL Hours 336 328 78 908 284 900 424 98 3,356 TOTAL Direct Labor Cost $22,628 $14,104 $2,730 $21,175 512,212 $26,946 $8,480 $1,960 $110235 Labor+Overhead+Profit $68,499 $42,695 $8,264 $64,098 $36.967 $81,569 $25,670 $5,933 Subtotal Direct Labor $110,235 Overhead at 167.14% $184,247 Direct Expenses $2,000'- $200 Fixed Fee at 12% $35,338 Total Fee $331,819 $21,782 $5,800 $28,230 TOO Total Authorized Amount $331,819 521,782 $5,800 $28,230 $387,631 Recanmended Contingency $16.sot $1,918 $2,500 $21,009 Authorized Plus Contingency $348,410 $23,700 $5,800 $30,730 $408,640 DBE Percentage of Contract 5.6% 1.5% 7,1% Percentage elan estimated$4.4 million construction contrect 9 3% • ATTACHMENT C(referenced from 3.1) Fees and Payments-Cost Plus Fixed Fee 3.1.1 FEES AND PAYMENTS 3.1.1.1 Fees. For full and complete compensation for all work, materials, and services furnished under the terms of this Agreement, the Consultant shall be paid fees in the amounts of the Consultant's actual cost plus applicable fixed fee amount. Consultants'actual costs shall include payments to any subconsultants. The estimated actual costs and fixed fee are shown below and are itemized in Attachment B. The nature of engineering services is such that actual costs are not completely determinate. Therefore, it is possible that the Consultant's actual costs may exceed those shown in Attachment B and as shown below. A contingency amount has been established to provide for actual costs that exceed those estimated. Estimated Actual Costs $352,293.00 Fixed Fee[Prime Only] $ 35,338.00 Contingency[Prime Only] $ 16,591.00 Contingency[Subs] $ 4,418.00 Maximum Amount Payable $408,640.00 If at any time during the work the Consultant determines that its actual costs will exceed the estimated actual costs, thus necessitating the use of a contingency amount, it will promptly so notify the Contract Administrator in writing and describe what costs are causing the overrun and the reason. The Consultant shall not exceed the estimated actual costs without the prior written approval of the Contract Administrator and concurrence of the Iowa DOT and the FHWA(when applicable). The Owner or the Iowa DOT may audit the Consultant's cost records prior to authorizing the use of a contingency amount. The Consultant shall establish a procedure for comparing the actual costs incurred during the performance of the work to the estimated actual costs listed above. The purpose is to monitor these two elements and thus provide for early identification of any potential for the actual costs exceeding the estimated actual costs. If the Consultant exceeds the estimated actual costs for any reason (other than that covered in Section 3.1.1.2.3)before the Contract Administrator is notified in writing, the Owner will have the right, at its discretion, to deny the use of the contingency amount. The fixed fee amount will not be changed unless there is a substantial change in scope, character, or complexity of the services covered by this Agreement or the time schedule is changed by the Owner. Any change in the fixed fee amount will be made by a Supplemental Agreement or Extra Work Order. The maximum amount payable under this Agreement is $408,640.00, which is the sum of the above amounts. The maximum amount payable can not be exceeded except by Supplemental Agreement or Extra Work Order if the Consultant establishes there is a substantial change in scope, character, or complexity of the services covered by this Agreement, the Contract Administrator agrees, and the Iowa DOT and FHWA(when applicable)concurs. If at any time it is determined that a maximum amount payable will be or has been exceeded,the Consultant shall immediately so notify the Contract Administrator in writing. The maximum amount payable may be increased by a Supplemental Agreement or Extra Work Order, or this Agreement will be terminated,with the Owner having the right, at its discretion,to terminate this Agreement without payment of the amount exceeding the maximum amount payable. The Owner or the Iowa DOT may audit the Consultant's cost records prior to making a decision whether or not to increase the maximum amount payable. 3.1.1.2 Reimbursable Costs. Reimbursable costs are the actual costs incurred by the Consultant which are attributable to the specific work covered by this Agreement and allowable under the provisions of Title 48, Subchapter E., Part 30 (full cost accounting standards; when applicable), section 31.105 and Subpart 31.2 of the current Federal Acquisition Regulation. These include the following: 1. Salaries of the employees for time directly chargeable to work covered by the Agreement, and salaries of principals for time they are productively engaged in work necessary to fulfill the terms of the Agreement. Page 15 of 20 . 2. Direct non-salary costs incurred in fulfilling the terms of this Agreement. The Consultant will be required to submit a detailed listing of direct non-salary costs incurred and certify that such costs are not included in overhead expense pool. These costs may include travel and subsistence, reproductions, computer charges and materials and supplies. 3. The indirect costs(salary related expenses and general overhead costs)to the extent that they are properly allowable to the work covered by this Agreement. The Consultant has submitted to the Owner the following indirect costs as percentages of direct salary costs to be used provisionally for progress payments for work accomplished during the Consultant's current fiscal year: Salary related expenses are 50.62%of direct salary costs and general overhead costs are 116.52%of direct salary costs. Use of updated overhead percentage rates shall be requested by the Consultant after the close of each fiscal year and shall be used to update previous year invoices and subsequent year as a provisional rate for invoicing in order to more accurately reflect the cost of work during the previous and subsequent years. Any actual fiscal year or fiscal year's audited or unaudited indirect costs rates known by the Consultant shall be used in computing the final invoice statement.All unverified overhead rates shall have a schedule of computation supporting the proposed rate attached to the final bill. Prior to final payment for work completed under this Agreement all indirect cost rates shall be audited and adjusted to actual rates through the most recently completed fiscal year during which the work was actually accomplished. In the event that the work is completed in the current fiscal year, audited indirect cost rates for the most recently completed fiscal year may be applied also to work accomplished in the current fiscal year. If these new rates cause the estimated actual costs to be exceeded, the contingency amount will be used. 3.1.1.3 Premium Overtime Pay. Premium overtime pay(pay over normal hourly pay)shall not exceed 2 percent of the total direct salary cost without written authorization. 3.1.1.4 Payments. Monthly payments shall be made based on the percentage of work completed and substantiated by monthly progress reports. The report shall indicate the direct and indirect costs associated with the work completed during the month. The Contract Administrator will check such progress reports and payment will be made for the direct non-salary costs and salary and indirect costs during said month, plus a portion of the fixed fee. The portion of the fixed fee to be paid will be in the proportion of the actual work completed and documented on the monthly progress reports. Upon delivery and acceptance of all work contemplated under this Agreement, the Consultant shall submit one complete invoice statement of costs incurred and/or amounts earned. Payment of 100%of the total cost claimed will be made upon receipt and review of such claim. Final audit will determine correctness of all invoiced costs and final payment will be based upon this audit. The Consultant agrees to reimburse the Owner for possible overpayment determined by final audit. Page 16 of 20 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 transacton. 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 17 of 20 ATTACHMENT D 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 destructior 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 Polk County I Shawn Foutch, of Kirkham Michael &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. (signature) Subscribed and sworn to this:3/ ' day of • t. CINDY R.SIERZANT Commission Number 708500 ow My Commission Page 18 of 20 ATTACHMENT E Certification of Consultant I hereby certify that I, Shawn Foutch am a Vice President and duly authorized representative of the firm of Kirkham Michael Associates, Inc. whose address is 11021 Aurora Avenue, Urbandale, Iowa 50322, 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 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. (signature) Made this J� /'�(i day of ,Ai CID Page 19 of 20 c ATTACHMENT F Certification of Owner I hereby certify that I, , am the and the duly authorized representative of the Owner, and that the above consulting 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. (signature) 4'll Made this u day of __ A,L.jag , 0OO7 . 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