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HomeMy WebLinkAboutWHA_CONTRACT_-_BROADWAY_3.2.2026Docusign Envelope ID: D0F5C829-2F2E-4D49-9476-0BF472020836 Attachment D to I.M. 3.310 May 30, 2025 Contract No. 1710C25 Owner Project No. [XXXXX] Iowa DOT Project No. STP-A-8155(785)-86-07 Standard Consultant Contract For Local Public Agency Consultant Contracts with Federal -aid Participation This AGREEMENT, made as of the date of the last party's signature below, is by and BETWEEN City of Waterloo, Iowa, the Owner, located at: City of Waterloo, Iowa City Hall 715 Mulberry Street Waterloo, IA 50703 Phone: (319) 291-4440 and Willett, Hofmann and Associates, Inc., the Consultant, located at: 625 32nd Avenue SW Cedar Rapids, IA 52404 Phone: (319) 378-1401 FAX: (319) 378-1975 For the following Project: Construction Phase Services for the Traffic Adaptive Signals and Fiber Optic Communications Upgrade, also known as: Broadway Street CMAQ Traffic Signals, Fiber Optic Installation, Broadway Street, US 63 north 4.2 miles to US 218. 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 construction observation and construction administration 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. Page 1 of 30 Docusign Envelope ID: D0F5C829-2F2E-4D49-9476-0BF472020836 Attachment D to I.M. 3.310 May 30, 2025 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 A - Scope of Services Attachment B - Specifications Attachment C - Fees and Payments Attachment C-1 — Cost Analysis Worksheet Attachment D - Certification Regarding Debarment, Suspension, and Other Responsibility Matters Attachment E - Certification of Consultant Attachment F - Certification of Owner Attachment G - Sample Invoice Form Attachment H - Consultant Fee Proposal Attachment J - Duties, Responsibilities, and Limitations of Authority of Resident Project Representative Page 2 of 30 Docusign Envelope ID: D0F5C829-2F2E-4D49-9476-0BF472020836 ARTICLE 1 INITIAL INFORMATION This Agreement is based on the following information and assumptions. 1.1 Attachment D to I.M. 3.310 May 30, 2025 Project Parameters The objective or use is: Perform construction -related services (construction administration, construction observation, and testing) in connection with the construction of the proposed improvements indicated in the final plans, specifications, and estimates. 1.2 Financial Parameters 1.2.1 Amount of the Owner's budget for the Consultant's compensation is: $44,902.80. 1.2.2 Amount of the Consultant's budget for the subconsultants' compensation is: $0.00 1.3 Project Team 1.3.1 The Owner's Designated Representative, identified as the Contract Administrator is: Safiah Elahi, Traffic Operations Director 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: Jordan Primus, Cedar Rapids General Manager 1.3.3 The subconsultants retained at the Consultant's expense are identified in the following table: Subconsultant None 1.4 Time Parameters Amount Authorized Maximum Amount Payable Method of Payment 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: Construction -related services shall be completed and accepted on or before July 31, 2026 or ninety (90) calendar days after the Project Contractor has submitted all required documentation to the Consultant (whichever is greater). The schedule is based on the Project Contractor starting Project construction no later than May 1, 2026 and utilizing a maximum of ninety (90) working days to substantially complete Project construction. 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, Traffic Operations Studies, Intelligent Transportation Systems. 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 30 Docusign Envelope ID: D0F5C829-2F2E-4D49-9476-0BF472020836 Attachment D to I.M. 3.310 May 30, 2025 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: .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. Page 4 of 30 Docusign Envelope ID: D0F5C829-2F2E-4D49-9476-0BF472020836 Attachment D to I.M. 3.310 May 30, 2025 ARTICLE 4 TERMS AND CONDITIONS 4.1 Ownership of Engineering Documents 4.1.1 All sketches, tracings, plans, specifications, reports on special studies and other data prepared under this Agreement shall become the property of the Owner and shall be delivered to the Contract Administrator upon completion of the plans or termination of the services of the Consultant. There shall be no restriction or limitation on their future use by the Owner, except any use on extensions of the project or on any other project without written verification or adaptation by the Consultant for the specific purpose intended will be the Owner's sole risk and without liability or legal exposure to the Consultant. 4.1.2 The Owner acknowledges the Consultant's plans and specifications, including all documents on electronic media, as instruments of professional service. Nevertheless, the plans and specifications prepared under this Agreement shall become the property of the Owner upon completion of the services and payment in full of all moneys due to the Consultant. 4.1.3 The Owner and the Consultant agree that any electronic files prepared by either party shall conform to the specifications listed in Attachment B. Any change to these specifications by either the Owner or the Consultant is subject to review and acceptance by the other party. Additional efforts by the Consultant made necessary by a change to the CADD software specifications shall be compensated for as Additional Services. 4.1.4 The Owner is aware that significant differences may exist between the electronic files delivered and the respective construction documents due to addenda, change orders or other revisions. In the event of a conflict between the signed construction documents prepared by the Consultant and electronic files, the signed construction documents shall govern. 4.1.5 The Owner may reuse or make modifications to the plans and specifications, or electronic files while agreeing to take responsibility for any claims arising from any modification or unauthorized reuse of the plans and specifications. 4.2 Subconsultant Contract Provisions and Flow Down 4.2.1 All provisions of this Agreement between the Owner and Consultant shall also apply to all subconsultants hired by the Consultant to perform work pursuant to this Agreement. It is the Consultant's responsibility to ensure all contracts between Consultant and its subconsultants contain all provisions required of Consultant in this Agreement. The only recognized exception to this requirement is under provision 3.1.2 when the subconsultant has a different method of reimbursement than the Consultant. 4.2.2 The Consultant may not restrict communications between the Owner and any of the subconsultants. The Consultant will encourage open communication among the Owner, the Consultant and the subconsultants. 4.3 Consultant's Endorsement on Plans. The Consultant and its subconsultants shall endorse and certify the completed project deliverables prepared under this Agreement, and shall affix thereto the seal of a professional engineer or architect (as applicable), licensed to practice in the State of Iowa, in accordance with the current Code of Iowa and Iowa Administrative Code. 4.4 Progress Meetings. From time to time as the work progresses, conferences will be held at mutually convenient locations at the request of the Contract Administrator to discuss details of the design and progress of the work. The Consultant shall prepare and present such information and studies as may be pertinent and necessary or as may be requested by the Contract Administrator, to enable the Contract Administrator to pass judgment on the features and progress of the work. 4.5 Additional Documents. At the request of the Contract Administrator, the Consultant shall furnish sufficient documents, or other data, in such detail as may be required for the purpose of review. 4.6 Revision of Work Product Page 5 of 30 Docusign Envelope ID: D0F5C829-2F2E-4D49-9476-0BF472020836 Attachment D to I.M. 3.310 May 30, 2025 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. 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 Page 6 of 30 Docusign Envelope ID: D0F5C829-2F2E-4D49-9476-0BF472020836 Attachment D to I.M. 3.310 May 30, 2025 conflict of interest under the provisions of Iowa Code section 68B.2A. The Consultant shall not engage the services of a former employee of the Owner or the Iowa DOT, as applicable, unless it conforms to the two-year ban outlined in Iowa Code section 68B.7. Similarly, the Consultant shall not engage the services of current or former FHWA employee without prior written consent of the FHWA, and the relationship meets the same requirements for State and local agency employees set forth in the above - referenced Iowa Code sections and the applicable Federal laws, regulations, and policies. 4.11 Suspension of Work under this Agreement 4.11.1 The right is reserved by the Owner to suspend the work being performed pursuant to this Agreement at any time. The Contract Administrator may effect such suspension by giving the Consultant written notice, and it will be effective as of the date established in the suspension notice. Payment for the Consultant's services will be made by the Owner to the date of such suspension, in accordance with the applicable provisions in Article 4.12.2 or Article 4.12.3 below. 4.11.2 Should the Owner wish to reinstate the work after notice of suspension, such reinstatement may be accomplished by thirty (30) days' written notice within a period of one year after such suspension, unless this period is extended by written consent of the Consultant. 4.11.3 In the event the Owner suspends the work being performed pursuant to this Agreement the Consultant with approval from the Contract Administrator, has the option, after 180 days to terminate the contract. 4.12 Termination of Agreement 4.12.1 The right is reserved by the Owner to terminate this Agreement at any time and for any reason upon not less than thirty (30) days written notice to the Consultant. 4.12.2 In the event the Agreement is terminated by the Owner without fault on the part of the Consultant, the Consultant shall be paid for the reasonable and necessary work performed or services rendered and delivered up to the effective date or time of termination. The value of the work performed and services rendered and delivered, and the amount to be paid shall be mutually satisfactory to the Contract Administrator and to the Consultant. The Consultant shall be paid a portion of the fixed fee, plus actual costs, as identified in Attachment C. Actual costs to be reimbursed shall be determined by audit of such costs to the date established by the Contract Administrator in the termination notice, except that actual costs to be reimbursed shall not exceed the Maximum Amount Payable. 4.12.3 In the event the Agreement is terminated by the Owner for fault on the part of the Consultant, the Consultant shall be paid only for work satisfactorily performed and delivered to the Contract Administrator up to the date established by the termination notice. After audit of the Consultant's actual costs to the date established by the Contract Administrator in the termination notice and after determination by the Contract Administrator of the amount of work satisfactorily performed, the Contract Administrator shall determine the amount to be paid to the Consultant. 4.12.4 This Agreement will be considered completed when the scope of the project has progressed sufficiently to make it clear that construction has been completed, and all required documentation has been filed with the Iowa DOT. The Project has been officially accepted by the Iowa DOT as complete, including the completion of any applicable audits. 4.13 Right to Set-off. In the event that the Consultant owes the Owner any sum under the terms of this Contract, the Owner may set off the sum owed to the Owner against any sum owed by the Owner to the Consultant under any other contract or matter in the Owner's sole discretion, unless otherwise required by law. The Consultant agrees that this provision constitutes proper and timely notice of the Owner's intent to utilize any right of set-off. 4.14 Assignment or Transfer. The Consultant is prohibited from assigning or transferring all or a part of its interest in this Agreement, unless written consent is obtained from the Contract Administrator and concurrence is received from the Iowa DOT and FHWA, if applicable. 4.15 Access to Records. The Consultant is to maintain all books, documents, papers, accounting records Page 7 of 30 Docusign Envelope ID: D0F5C829-2F2E-4D49-9476-0BF472020836 Attachment D to I.M. 3.310 May 30, 2025 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, 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 Consultant's obligation under this contract and the regulations relative to nondiscrimination on the grounds of age, race, creed, color, sex, sexual orientation, 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, Part 21, as they may be amended from time to time, (hereinafter referred to as the Regulations), which are herein incorporated by reference and made a part of this contract. 2. Nondiscrimination: The Consultant, with regard to the work performed by it during the contract, shall not discriminate on the grounds of race, color, national origin, sex, age, or disability in the selection and retention of subconsultants, including procurement of materials and leases of equipment. The Consultant shall not participate either directly or indirectly in the discrimination prohibited by section 21.5 of the Regulations, including employment practices when the contract covers a program set forth in Appendix B of the Regulations. 3. Solicitations for Subcontracts, Including Procurement of Materials and Equipment: In all solicitations either by competitive bidding or negotiation made by the Consultant for work to be performed under a subcontract, including procurement of materials or leases of equipment, each potential subconsultant or supplier shall be notified by the Consultant of the Consultants obligations under this contract and the Regulations relative to non-discrimination on the grounds of race, color, national origin, sex, age, or disability. 4. Information and Reports: The Consultant shall provide all information and reports required by the Regulations or directives issued pursuant there to, and shall permit access to its books, records, Page 8 of 30 Docusign Envelope ID: D0F5C829-2F2E-4D49-9476-0BF472020836 Attachment D to I.M. 3.310 May 30, 2025 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 Consultant's 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 of its subconsultants shall take all necessary and reasonable steps in compliance with the Iowa DOT DBE Program to ensure disadvantaged business enterprises have the maximum opportunity to compete for and perform contracts. 4.18.2 The Consultant shall pay its subconsultants for satisfactory performance of their work no later than 30 days from receipt of each payment it receives from the Owner for such work. If the Owner holds retainage from the Consultant, the Consultant may also withhold retainage from its subconsultant(s). If retainage is withheld from a subconsultant, full payment of such retainage shall be made within 30 days after the subconsultant's work is satisfactorily completed. 4.18.3 Upon notification to the Consultant of its failure to carry out the requirements of this Article, the Owner, the Iowa DOT, or the FHWA may impose sanctions which may include termination of the Agreement or other measures that may affect the ability of the Consultant to obtain future U.S. DOT financial assistance. The Consultant is hereby advised that failure to fully comply with the requirements of this Article shall constitute a breach of contract and may result in termination of this Agreement by the Owner or such remedy as the Owner, Iowa DOT or the FHWA deems appropriate, which may include, but is not limited to: 1. withholding monthly progress payments; 2. assessing sanctions; 3. liquidated damages; and / or 4.19 Severability. If any section, provision or part of this Agreement shall be adjudged invalid or unconstitutional, such adjudication shall not affect the validity of the Agreement as a whole or any section, provision, or part thereof not adjudged invalid or unconstitutional. Page 9 of 30 Docusign Envelope ID: D0F5C829-2F2E-4D49-9476-0BF472020836 Attachment D to I.M. 3.310 May 30, 2025 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 /iif 011144 / Date: J dan K. Primus, PE Cedar Rapids Office General Manager ATTEST: BY "l4,t-CLO CITY OF WATERLOO, IOWA ,-Signed by: BPAVt, 15bt,St,la, '-393E8397B3D3421._. Dave Boesen Mayor Date: In the meantime, Date: IOWA DEPARTMENT OF TRANSPORTATION Accepted for FHWA Authorization* 9/16/2025 seP4. /6, ao2f 3/2/2026 By Date: Name Title * 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 30 Docusign Envelope ID: D0F5C829-2F2E-4D49-9476-0BF472020836 ATTACHMENT A Scope of Services Attachment D to I.M. 3.310 May 30, 2025 It is understood by the Owner and the Consultant that the level and frequency of Progress Reporting shall be mutually established for each project, taking into account 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 required for this Agreement based on the volume of work assigned, duration, complexity, and rate of progress anticipated on the project. The Consultant will monitor and review updates to the Iowa DOT's Instructional Memorandums (I.M.$), Road Design Manual, Standard Road Plans, Road Design Details. Updates requiring no additional effort on the part of the Consultant will be incorporated into the work by the Consultant. If the Consultant is of the opinion additional effort will be required, the Consultant will so notify the Contract Administrator, in accordance with Paragraph 4.7. The Contract Administrator will provide written approval or disapproval for the Consultant to incorporate said update into the work and indicate how payment for such work will be addressed. Scope of Services The scope of services to be performed by the ENGINEER shall be completed in accordance with generally accepted standards of practice and shall include the services and supplies to perform tasks listed below. Project Management - Project Management will involve managing the scope, schedule, and budget for the Project. It will involve overseeing and directing the members of the Project Team including ENGINEER's staff and ENGINEER's Consultants. It will include ongoing communications with the OWNER (correspondence, phone calls, etc.) and the preparation and submittal of monthly invoices to the OWNER for reimbursement of costs and fees. A. Track Project Schedule — This task involves tracking the project schedule throughout the length of the construction -related services phase. This will be done to determine if the performance of the construction -related services is in conformance with the project schedule. This task includes the preparation of written instructions for project staff providing background, names of contacts, communications procedures, responsibilities, schedule and budget information, and other important elements for the project. This task also includes the development of a graphic project schedule indicating critical dates, milestones, and deliverables and the preparation of a detailed work plan with specific staff assignments, by task, corresponding to the schedule. B. Monitor Project Scope — This task involves monitoring the project scope throughout the length of the construction -related services phase. This will be done to identify needed services that are not included in the scope of the construction -related services contract. ENGINEER will make the OWNER representative aware of potential change orders to the construction -related services contract before the additional services are performed. C. Consultant Management — This task involves the preparation of subcontracts and work orders for ENGINEER's Consultants. This task also includes monitoring ENGINEER's Consultant activities, reviewing ENGINEER's Consultant invoices, and submitting to the OWNER for payment. This task also includes reviewing ENGINEER's Consultant work for technical accuracy and conformance with project requirements. The Consultants that are anticipated are: • Communications Engineering Company D. Quality Control Plan — This task involves establishment of review and checking procedures for Project deliverables. The ENGINEER will designate responsibility for implementation of the plan. II. Construction -Related Services A. The ENGINEER shall perform construction administration for the OWNER during the Construction Phase of the Project. The ENGINEER shall perform nearly full-time construction observation for Page 11 of 30 Docusign Envelope ID: D0F5C829-2F2E-4D49-9476-0BF472020836 Attachment D to I.M. 3.310 May 30, 2025 the OWNER during the Construction Phase of the Project. 1. General Administration of Construction Contract — Consult with OWNER and act as OWNER's representative. The extent and limitations of the duties, responsibilities and authority of ENGINEER as assigned shall not be modified, except as ENGINEER may otherwise agree in writing. All of OWNER's instructions to Contractor will be issued through ENGINEER, who shall have authority to act on behalf of OWNER in dealings with Contractor to the extent provided in this Agreement except as otherwise provided in writing. 2. Resident Project Representative (RPR) — Provide the services of an RPR at the Site to assist the ENGINEER and to provide more extensive observation of Contractor's work. Duties, responsibilities, and authority of the RPR are as set forth in Attachment J. The furnishing of such RPR's services will not extend ENGINEER's responsibilities or authority beyond the specific limits set forth elsewhere in this Agreement. 3. Pre -Construction Conference — Participate in a Pre -Construction Conference prior to commencement of Work at the Site. 4. Visits to Site and Observation of Construction — In connection with observations of Contractor's work in progress while it is in progress: a. Make visits to the Site at intervals appropriate to the various stages of construction, as ENGINEER deems necessary, to observe as an experienced and qualified design professional the progress and quality of the Work. Such visits and observations by ENGINEER, and the Resident Project Representative, if any, are not intended to be exhaustive or to extend to every aspect of Contractor's work in progress or to involve detailed inspections of Contractor's work in progress beyond the responsibilities specifically assigned to ENGINEER in this Agreement and the Contract Documents, but rather are to be limited to spot checking, selective sampling, and similar methods of general observation of the Work based on ENGINEER's exercise of professional judgment as assisted by the Resident Project Representative, if any. Based on information obtained during such visits and such observations, ENGINEER will determine, in general, if Contractor's work is proceeding in accordance with the Contract Documents, and ENGINEER shall keep OWNER informed of the progress of the Work. b. The purpose of ENGINEER's visits to, and representation by the Resident Project Representative, if any, at the Site, will be to enable ENGINEER to better carry out the duties and responsibilities assigned to and undertaken by ENGINEER during the Construction Phase, and, in addition, by the exercise of ENGINEER's efforts as an experienced and qualified design professional, to provide for OWNER a greater degree of confidence that the completed Work will conform in general to the Contract Documents and that the integrity of the design concept of the completed Project as a functioning whole as indicated in the Contract Documents has been implemented and preserved by Contractor. ENGINEER shall not, during such visits or as a result of such observations of Contractor's work in progress, supervise, direct, or have control over Contractor's work, nor shall ENGINEER have authority over or responsibility for the means, methods, techniques, sequences, or procedures of construction selected by Contractor, for safety precautions and programs incident to Contractor's work, or for any failure of Contractor to comply with Laws and Regulations applicable to Contractor's furnishing and performing the Work. Accordingly, ENGINEER neither guarantees the performance of any Contractor nor assumes responsibility for any Contractor's failure to furnish and perform its work in accordance with the Contract Documents. 5. Defective Work — Recommend to OWNER that Contractor's work be disapproved and rejected while it is in progress if, on the basis of such observations, ENGINEER believes that such work will not produce a completed Project that conforms generally to the Contract Documents or that it will prejudice the integrity of the design concept of the completed Project as a functioning whole as indicated in the Contract Documents. Page 12 of 30 Docusign Envelope ID: D0F5C829-2F2E-4D49-9476-0BF472020836 Attachment D to I.M. 3.310 May 30, 2025 6. Clarifications and Interpretations; Field Orders — Issue necessary clarifications and interpretations of the Contract Documents as appropriate to the orderly completion of Contractor's work. Such clarifications and interpretations will be consistent with the intent of and reasonably inferable from the Contract Documents. ENGINEER may issue Field Orders authorizing minor variations from the requirements of the Contract Documents. 7. Change Orders and Work Change Directives — Recommend Change Orders and Work Change Directives to OWNER, as appropriate, and prepare Change Orders and Work Change Directives as required. 8. Shop Drawings and Samples — Review and approve or take other appropriate action in respect to Shop Drawings and Samples and other data which Contractor is required to submit, but only for conformance with the information given in the Contract Documents and compatibility with the design concept of the completed Project as a functioning whole as indicated in the Contract Documents. Such reviews and approvals or other action will not extend to means, methods, techniques, sequences or procedures of construction or to safety precautions and programs incident thereto. ENGINEER has an obligation to meet any Contractor's submittal schedule that has earlier been acceptable to ENGINEER. 9. Substitutes and "or -equal." — Evaluate and determine the acceptability of substitute or "or - equal" materials and equipment proposed by Contractor. 10. Inspections and Tests — Require such special inspections or tests of Contractor's work as deemed reasonably necessary, and receive and review all certificates of inspections, tests, and approvals required by Laws and Regulations or the Contract Documents. ENGINEER's review of such certificates will be for the purpose of determining that the results certified indicate compliance with the Contract Documents and will not constitute an independent evaluation that the content or procedures of such inspections, tests, or approvals comply with the requirements of the Contract Documents. ENGINEER shall be entitled to rely on the results of such tests. 11. Disagreements between OWNER and Contractor — Render formal written decisions on all claims of OWNER and Contractor relating to the acceptability of Contractor's work or the interpretation of the requirements of the Contract Documents pertaining to the execution and progress of Contractor's work. In rendering such decisions, ENGINEER shall be fair and not show partiality to OWNER or Contractor and shall not be liable in connection with any decision rendered in good faith in such capacity. 12. Applications for Payment — Based on ENGINEER's observations as an experienced and qualified design professional and on review of Applications for Payment and accompanying supporting documentation: a. Determine the amounts that ENGINEER recommends Contractor be paid. Such recommendations of payment will be in writing and will constitute ENGINEER's representation to OWNER, based on such observations and review, that, to the best of ENGINEER's knowledge, information and belief, Contractor's work has progressed to the point indicated, the quality of such work is generally in accordance with the Contract Documents (subject to an evaluation of the Work as a functioning whole prior to or upon Substantial Completion, to the results of any subsequent tests called for in the Contract Documents and to any other qualifications stated in the recommendation), and the conditions precedent to Contractor's being entitled to such payment appear to have been fulfilled in so far as it is ENGINEER's responsibility to observe Contractor's work. In the case of unit price work, ENGINEER's recommendations of payment will include final determinations of quantities and classifications of Contractor's work (subject to any subsequent adjustments allowed by the Contract Documents). b. By recommending any payment, ENGINEER shall not thereby be deemed to have represented that observations made by ENGINEER to check the quality or quantity Page 13 of 30 Docusign Envelope ID: D0F5C829-2F2E-4D49-9476-0BF472020836 Attachment D to I.M. 3.310 May 30, 2025 of Contractor's work as it is performed and furnished have been exhaustive, extended to every aspect of Contractor's work in progress, or involved detailed inspections of the Work beyond the responsibilities specifically assigned to ENGINEER in this Agreement and the Contract Documents. Neither ENGINEER's review of Contractor's work for the purposes of recommending payments nor ENGINEER's recommendation of any payment including final payment will impose on ENGINEER responsibility to supervise, direct, or control Contractor's work in progress or for the means, methods, techniques, sequences, or procedures of construction or safety precautions or programs incident thereto, or Contractor's compliance with Laws and Regulations applicable to Contractor's furnishing and performing the Work. It will also not impose responsibility on ENGINEER to make any examination to ascertain how or for what purposes Contractor has used the moneys paid on account of the Contract Price, or to determine that title to any portion of the work in progress, materials, or equipment has passed to OWNER free and clear of any liens, claims, security interests, or encumbrances, or that there may not be other matters at issue between OWNER and Contractor that might affect the amount that should be paid. 13. Contractor's Completion Documents. a. Receive and review maintenance and operating instructions, schedules, and guarantees. b. Receive bonds, certificates, or other evidence of insurance not previously submitted and required by the Contract Documents, certificates of inspection, tests and approvals, Shop Drawings, Samples and other data approved, and the annotated record documents which are to be assembled by Contractor in accordance with the Contract Documents to obtain final payment. c. ENGINEER shall transmit these documents to OWNER. 14. Substantial Completion — Promptly after notice from Contractor that Contractor considers the entire Work ready for its intended use, in company with OWNER and Contractor, conduct an inspection to determine if the Work is Substantially Complete. If after considering any objections of OWNER, ENGINEER considers the Work Substantially Complete, ENGINEER shall deliver a certificate of Substantial Completion to OWNER and Contractor. 15. Additional Tasks. Perform or provide the following additional Construction Phase tasks or deliverables: a. Attend weekly (or bi-monthly, if appropriate) progress meetings with Contractor and prepare and circulate copies of minutes. b. Reviewing the field testing documentation (attenuation, continuity, OTDR testing, etc.) required to be provided by the Contractor, per the Special Provisions; and performing random "re -testing" of the required field tests to be performed by the Contractor (roughly 5% of those tests) to double-check / verify the Contractor's test results. c. Prepare and furnish to OWNER Record Drawings showing appropriate record information based on Project annotated record documents received from Contractor. d. Provide one reproducible and correctable printed copy of as -built record drawings and electronic disk in AutoCAD format of the as -built record drawings. e. Assemble necessary documentation for and assist Iowa Department of Transportation with post -construction final Project review and materials audit. Submit necessary documents for final Project review, materials audit, and Project Page 14 of 30 Docusign Envelope ID: D0F5C829-2F2E-4D49-9476-0BF472020836 Attachment D to I.M. 3.310 May 30, 2025 close-out to applicable regulatory agencies upon completion of construction. 16. Final Notice of Acceptability of the Work — Conduct a final inspection to determine if the completed Work of Contractor is acceptable so that ENGINEER may recommend, in writing, final payment to Contractor. Accompanying the recommendation for final payment, ENGINEER shall also provide a notice that the Work is acceptable to the best of ENGINEER's knowledge, information, and belief and based on the extent of the services provided by ENGINEER under this Agreement. B. Duration of Construction Phase — The Construction Phase will commence with the execution of the first Construction Agreement for the Project or any part thereof and will terminate upon written recommendation by ENGINEER for final payment to Contractors. If the Project involves more than one prime contract, Construction Phase services may be rendered at different times in respect to the separate contracts. C. Limitation of ENGINEER's Authority and Responsibilities — Neither ENGINEER's authority or responsibility under this Agreement or under any other provision of the Contract Documents nor any decision made by ENGINEER in good faith either to exercise or not exercise such authority or responsibility or the undertaking, exercise, or performance of any authority or responsibility by ENGINEER shall create, impose, or give rise to any duty in contract, tort, or otherwise owed by ENGINEER to CONTRACTOR, any Subcontractor, any Supplier, any other individual or entity, or to any surety for or employee or agent of any of them. ENGINEER shall not be responsible for the acts or omissions of any Contractor, or of any of their subcontractors, suppliers, or of any other individual or entity performing or furnishing any of the Work. ENGINEER shall not be responsible for failure of any Contractor to perform or furnish the Work in accordance with the Contract Documents. The limitations upon authority and responsibility set forth above shall also apply to ENGINEER's Consultants, Resident Project Representative, and assistants. III. Deliverables A. ENGINEER Deliverables 1. Minutes of project review meetings to meeting attendees. 2. Monthly progress reports (submitted with project invoices) to OWNER. 3. The deliverables indicated in Exhibit J to OWNER and/or Iowa DOT, as appropriate. V. 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. PDF files of GIS data (or photocopies) of sewer utility records, water utility records, storm sewer utility records, traffic signal records, miscellaneous utility records (as available), and record drawings for adjacent improvements, if needed. B. Site plans for adjacent properties, if needed. C. Permit applications that are only available from the OWNER that are necessary to commence with the construction of the proposed improvements. TASKS TO BE PERFORMED BY THE OWNER: The OWNER shall perform the following tasks related to the project: A. Attend pre -construction conference, construction progress and other job -related meetings, and Substantial Completion and final payment inspections. B. Prepare and submit monthly and final claims for reimbursement to Iowa Department of Transportation. Page 15 of 30 Docusign Envelope ID: D0F5C829-2F2E-4D49-9476-0BF472020836 ATTACHMENT B Specifications Attachment D to I.M. 3.310 May 30, 2025 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; and the Owner's Communications Master Plan. Page 16 of 30 Docusign Envelope ID: D0F5C829-2F2E-4D49-9476-0BF472020836 ATTACHMENT C (referenced from 3.1) Specific Rate of Compensation 3.1.1 FEES AND PAYMENTS Attachment D to I.M. 3.310 May 30, 2025 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 $ 44,902.80. 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 $ 4,082 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 are set forth in Attachment C-1. The Consultant may submit for approval of a revised rate schedule, once during the contract period. 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. 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 17 of 30 Docusign Envelope ID: D0F5C829-2F2E-4D49-9476-0BF472020836 Attachment D to I.M. 3.310 May 30, 2025 ATTACHMENT C-1 Cost Analysis Worksheet Contract: Base Agreement Project Number: STP-A-8155(785)-86-07 Task CE III CE IV CE MGR Total $139.70/hour $173.80/hour $182.40/hour Project Manager/Clerical 0 13 6.5 19.5 Process Pay Requests 8 1 0 9 Inspection 120 20 0 140 Prepare Change Orders 4 1 0 5 Document Materials 4 1 0 5 Monthly Progress Reports 8 1 0 9 Project Close-out/Audit 60 8 0 68 As -Built and Fiber Verifications 20 3 0 23 Total Hours 224 48 6.5 278.5 Total Manhour Cost $31,292.80 $8,342.40 $1,185.60 $40,820.80 Contingency @ 10% $4,082.00 Total Contract Cost $44,902.80 CLASSIFICATION OF EMPLOYEE Hourly Rate Engineering Manager Civil Engineer IV Civil Engineer III Civil Engineering Intern II Civil Engineering Intern I Prof. Land Surveyor Manager Prof. Land Surveyor IV Prof. Land Surveyor III Technician II Technician I $182.40 $173.80 $139.70 $125.00 $115.00 $165.00 $155.00 $140.00 $105.00 $80.00 Page 18 of 30 Docusign Envelope ID: D0F5C829-2F2E-4D49-9476-0BF472020836 ATTACHMENT D Attachment D to I.M. 3.310 May 30, 2025 CERTIFICATION REGARDING DEBARMENT, SUSPENSION, AND OTHER RESPONSIBILITY MATTERS -- PRIMARY COVERED TRANSACTIONS Instructions for Certification 1. By signing and submitting this proposal, the prospective primary participant is providing the certification set out below. 2. The inability of a person to provide the certification required below will not necessarily result in denial of participation in this covered transaction. The prospective participant shall submit an explanation of why it cannot provide the certification set out below. The certification or explanation will be considered in connection with the department or agency's determination whether to enter into this transaction. However, failure of the prospective primary participant to furnish a certification or an explanation shall disqualify such person from participation in this transaction. 3. The certification in this clause is a material representation of fact upon which reliance was placed when the department or agency determined to enter into this transaction. If it is later determined that the prospective primary participant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, the department or agency may terminate this transaction for cause or default. 4. The prospective primary participant shall provide immediate written notice to the department or agency to whom this proposal is submitted if at any time the prospective primary participant learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances. 5. The terms "covered transaction," "debarred," "suspended," "ineligible," "lower tier covered transaction," "participant," "person" "primary covered transaction," "principal," "proposal," and "voluntarily excluded," as used in this clause, have the meanings set out in the definitions and coverage sections of the rules implementing Executive Order 12549. You may contact the department or agency to which this proposal is being submitted for assistance in obtaining a copy of those regulations. 6. The prospective primary participant agrees by submitting this proposal that should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency entering into this transaction. 7. The prospective primary participant further agrees by submitting this proposal that it will include the clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion - Lower Tier Covered Transaction," provided by the department or agency entering into this covered transaction, without modification in all lower tier covered transactions and in all solicitations for lower tier covered transactions. 8. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. A participant may decide the method and frequency by which it determines the eligibility of its principals. Each participant may, but is not required to, check the Nonprocurement List. 9. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. 10. Except for transactions authorized under paragraph 6 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal Government, the department or agency may terminate this transaction for cause or default. Page 19 of 30 Docusign Envelope ID: D0F5C829-2F2E-4D49-9476-0BF472020836 Attachment D to I.M. 3.310 May 30, 2025 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 County I Jordan K. Primus, PE, Cedar Rapids Office General Manager of the 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. 00042. -4,44414 taltalled"-°- (Signature) Subscribed and sworn to this 16th day of September 2026 (month) (year) Page 20 of 30 Docusign Envelope ID: D0F5C829-2F2E-4D49-9476-0BF472020836 Attachment D to I.M. 3.310 May 30, 2025 ATTACHMENT E CERTIFICATION OF CONSULTANT I hereby certify that I, Jordan K. Primus, PE, am the General Manager of the Cedar Rapids Office 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. 9/16/2025 Signature Date Page 21 of 30 Docusign Envelope ID: D0F5C829-2F2E-4D49-9476-0BF472020836 Attachment D to I.M. 3.310 May 30, 2025 ATTACHMENT F CERTIFICATION OF OWNER I hereby certify that I, Dave Boesen, am the Mayor and the duly authorized representative of the Owner, andthat the above consulting firm or his representative has not been required, directly or indirectly as an express orimplied 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. 1-Signed by: Pm- 7ot,Sun, "-393E8397B3D3421... 3/2/2026 Signature Date Page 22 of 30 Docusign Envelope ID: D0F5C829-2F2E-4D49-9476-0BF472020836 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. Attachment D to I.M. 3.310 May 30, 2025 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 23 of 30 Docusign Envelope ID: D0F5C829-2F2E-4D49-9476-0BF472020836 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. Attachment D to I.M. 3.310 May 30, 2025 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 24 of 30 Docusign Envelope ID: D0F5C829-2F2E-4D49-9476-0BF472020836 Attachment D to I.M. 3.310 May 30, 2025 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 25 of 30 Docusign Envelope ID: D0F5C829-2F2E-4D49-9476-0BF472020836 Attachment D to I.M. 3.310 May 30, 2025 ATTACHMENT H Consultant Fee Proposal Task CE III CE IV CE MGR Total $139.70/hour $173.80/hour $182.40/hour Project Manager/Clerical 0 13 6.5 19.5 Process Pay Requests 8 1 0 9 Inspection 120 20 0 140 Prepare Change Orders 4 1 0 5 Document Materials 4 1 0 5 Monthly Progress Reports 8 1 0 9 Project Close-out/Audit 60 8 0 68 As -Built and Fiber Verifications 20 3 0 23 Total Hours 224 48 6.5 278.5 Total Manhour Cost $31,292.80 $8,342.40 $1,185.60 $40,820.80 Contingency @ 10% $4,082.00 Total Contract Cost $44,902.80 CLASSIFICATION OF EMPLOYEE Hourly Rate Engineering Manager Civil Engineer IV Civil Engineer III Civil Engineering Intern II Civil Engineering Intern I Prof. Land Surveyor Manager Prof. Land Surveyor IV Prof. Land Surveyor III Technician II Technician I $182.40 $173.80 $139.70 $125.00 $115.00 $165.00 $155.00 $140.00 $105.00 $80.00 Page 26 of 30 Docusign Envelope ID: D0F5C829-2F2E-4D49-9476-0BF472020836 Attachment D to I.M. 3.310 May 30, 2025 ATTACHMENT J DUTIES, RESPONSIBILITIES, AND LIMITATIONS OF AUTHORITY OF RESIDENT PROJECT REPRESENTATIVE Resident Project Representative A. CONSULTANT shall provide a Resident Project Representative ("RPR"), assistants, and other field staff to assist CONSULTANT in observing progress and quality of the Work. The RPR, assistants, and other field staff under this Exhibit J may provide full time representation or may provide representation to a lesser degree. B. Through such additional observations of Contractor's work in progress and field checks of materials and equipment by the RPR and assistants, CONSULTANT shall endeavor to provide further protection for OWNER against defects and deficiencies in the Work. However, CONSULTANT shall not, during such visits or as a result of such observations of Contractor's work in progress, supervise, direct, or have control over the Contractor's Work nor shall CONSULTANT have authority over or responsibility for the means, methods, techniques, sequences, or procedures selected by Contractor, for safety precautions and programs incident to the Contractor's work in progress, for any failure of Contractor to comply with Laws and Regulations applicable to Contractor's performing and furnishing the Work, or responsibility of construction for Contractor's failure to furnish and perform the Work in accordance with the Contract Documents. In addition, the specific limitations set forth in Attachment A of the Agreement are applicable. C. The duties and responsibilities of the RPR are limited to those of CONSULTANT in the Agreement with the OWNER and in the Contract Documents, and are further limited and described as follows: 1. General: RPR is CONSULTANT's agent at the Site, will act as directed by and under the supervision of CONSULTANT, and will confer with CONSULTANT regarding RPR's actions. RPR's dealings in matters pertaining to the Contractor's work in progress shall in general be with CONSULTANT and Contractor, keeping OWNER advised as necessary. RPR's dealings with subcontractors shall only be through or with the full knowledge and approval of Contractor. RPR shall generally communicate with OWNER with the knowledge of and under the direction of CONSULTANT. 2. Schedules: Review the progress schedule, schedule of Shop Drawing and Sample submittals, and schedule of values prepared by Contractor and consult with CONSULTANT concerning acceptability. 3. Conferences and Meetings: Attend meetings with Contractor, such as preconstruction conferences, progress meetings, job conferences and other project -related meetings, and prepare and circulate copies of minutes thereof. 4. Liaison: a. Serve as CONSULTANT's liaison with Contractor, working principally through Contractor's superintendent and assist in understanding the intent of the Contract Documents. b. Assist CONSULTANT in serving as OWNER's liaison with Contractor when Contractor's operations affect OWNER's on -Site operations. c. Assist in obtaining from OWNER additional details or information, when required for proper execution of the Work. 5. Interpretation of Contract Documents: Report to CONSULTANT when clarifications and interpretations of the Contract Documents are needed and transmit to Contractor clarifications and interpretations as issued by CONSULTANT. 6. Shop Drawings and Samples: a. Record date of receipt of Samples and approved Shop Drawings. b. Receive Samples which are furnished at the Site by Contractor, and notify Page 27 of 30 Docusign Envelope ID: D0F5C829-2F2E-4D49-9476-0BF472020836 Attachment D to I.M. 3.310 May 30, 2025 CONSULTANT of availability of Samples for examination. c. Advise CONSULTANT and Contractor of the commencement of any portion of the Work requiring a Shop Drawing or Sample submittal for which RPR believes that the submittal has not been approved by CONSULTANT. 7 Modifications: Consider and evaluate Contractor's suggestions for modifications in Drawings or Specifications and report with RPR's recommendations to CONSULTANT. Transmit to Contractor in writing decisions as issued by CONSULTANT. 8. Review of Work and Rejection of Defective Work: a. Conduct on -Site observations of Contractor's work in progress to assist CONSULTANT in determining if the Work is in general proceeding in accordance with the Contract Documents. b. Report to CONSULTANT whenever RPR believes that any part of Contractor's work in progress will not produce a completed Project that conforms generally to the Contract Documents or will prejudice the integrity of the design concept of the completed Project as a functioning whole as indicated in the Contract Documents, or has been damaged, or does not meet the requirements of any inspection, test or approval required to be made; and advise CONSULTANT of that part of work in progress that RPR believes should be corrected or rejected or should be uncovered for observation, or requires special testing, inspection or approval. 9. Inspections, Tests, and System Startups: a. Consult with CONSULTANT in advance of scheduled major inspections, tests, and systems startups of important phases of the Work. b. Verify that tests, equipment, and systems start-ups and operating and maintenance training are conducted in the presence of appropriate OWNER's personnel, and that Contractor maintains adequate records thereof. c. Observe, record, and report to CONSULTANT appropriate details relative to the test procedures and systems startups. d. Accompany visiting inspectors representing public or other agencies having jurisdiction over the Project, record the results of these inspections, and report to CONSULTANT. 10. Records: a. Maintain at the Site orderly files for correspondence, reports of job conferences, reproductions of original Contract Documents including all Change Orders, Field Orders, Work Change Directives, Addenda, additional Drawings issued subsequent to the execution of the Contract, CONSULTANT's clarifications and interpretations of the Contract Documents, progress reports, Shop Drawing and Sample submittals received from and delivered to Contractor, and other Project related documents. b. Prepare a daily report or keep a diary or log book, recording Contractor's hours on the Site, weather conditions, data relative to questions of Change Orders, Field Orders, Work Change Directives, or changed conditions, Site visitors, daily activities, decisions, observations in general, and specific observations in more detail as in the case of observing test procedures; and send copies to CONSULTANT. c. Record names, addresses and telephone numbers of all Contractors, subcontractors, and major suppliers of materials and equipment. d. Maintain records for use in preparing Project documentation. e. Upon completion of the Work, furnish original set of all RPR Project documentation to CONSULTANT. Page 28 of 30 Docusign Envelope ID: D0F5C829-2F2E-4D49-9476-0BF472020836 Attachment D to I.M. 3.310 May 30, 2025 11. Reports: a. Furnish to CONSULTANT periodic reports as required of progress of the Work and of Contractor's compliance with the progress schedule and schedule of Shop Drawing and Sample submittals. b. Draft and recommend to CONSULTANT proposed Change Orders, Work Change Directives, and Field Orders. Obtain backup material from Contractor. c. Furnish to CONSULTANT and OWNER copies of all inspection, test, and system startup reports. d. Report immediately to CONSULTANT the occurrence of any Site accidents, any Hazardous Environmental Conditions, emergencies, or acts of God endangering the Work, and property damaged by fire or other causes. 12. Payment Requests: Review Applications for Payment with Contractor for compliance with the established procedure for their submission and forward with recommendations to CONSULTANT, noting particularly the relationship of the payment requested to the schedule of values, Work completed, and materials and equipment delivered at the Site but not incorporated in the Work. 13. Certificates, Operation and Maintenance Manuals: During the course of the Work, verify that materials and equipment certificates, operation and maintenance manuals and other data required by the Specifications to be assembled and furnished by Contractor are applicable to the items actually installed and in accordance with the Contract Documents, and have these documents delivered to CONSULTANT for review and forwarding to OWNER prior to payment for that part of the Work. 14. Completion: a. Before CONSULTANT issues a Certificate of Substantial Completion, submit to Contractor a list of observed items requiring completion or correction. b. Observe whether Contractor has arranged for inspections required by Laws and Regulations, including but not limited to those to be performed by public agencies having jurisdiction over the Work. c. Participate in a final inspection in the company of CONSULTANT, OWNER, and Contractor and prepare a final list of items to be completed or corrected. d. Observe whether all items on final list have been completed or corrected and make recommendations to CONSULTANT concerning acceptance and issuance of the Notice of Acceptability of the Work. D. Resident Project Representative shall not: 1. Authorize any deviation from the Contract Documents or substitution of materials or equipment (including "or -equal" items). 2. Exceed limitations of CONSULTANT's authority as set forth in the Agreement or the Contract Documents. 3. Undertake any of the responsibilities of Contractor, subcontractors, suppliers, or Contractor's superintendent. 4. Advise on, issue directions relative to or assume control over any aspect of the means, methods, techniques, sequences or procedures of Contractor's work unless such advice or directions are specifically required by the Contract Documents. 5. Advise on, issue directions regarding, or assume control over safety precautions and programs in connection with the activities or operations of OWNER or Contractor. Page 29 of 30 Docusign Envelope ID: D0F5C829-2F2E-4D49-9476-0BF472020836 Attachment D to I.M. 3.310 May 30, 2025 6. Participate in specialized field or laboratory tests or inspections conducted off -site by others except as specifically authorized by CONSULTANT. 7. Accept Shop Drawing or Sample submittals from anyone other than Contractor. 8. Authorize OWNER to occupy the Project in whole or in part. Page 30 of 30