HomeMy WebLinkAbout02- HDR Engineering Prof. Services Agreement
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PROFESSIONAL SERVICES AGREEMENT
THIS IS AN AGREEMENT made as of September 23, 2002 , between THE CITY OF
BOZEMAN, a Municipal Corporation, Bozeman, Montana, 59715 (OWNER) I-1D R
ENGINEERING, INC., a Nebraska corporation, with principal offices at 3075 N. Reserve, Suite A,
Missoula" Montana 59808 , (ENGINEER).
Whereas the accomplishment ofthe work and services described in this Agreement is essential to the
OWNER'S public works improvement program.
Whereas the OWNER intends to and has selected the ENGINEER to provide necessary and
professional engineering services for the project.
Whereas the ENGINEER represents that it is willing and qualified to perform the professional
engineering services for this project described in this Agreement.
Therefore, in consideration of the foregoing recitals and the mutual covenants and conditions
contained herein, the parties agree as follows:
ARTICLE 1 - ENGINEERING SERVICES
1.1. The detailed description of the specific project components is described as follows:
The purpose of this effort is to provide assistance to the City of Bozeman in the determination of
the impact of struvite formation on operations, the source of the problem, review alternatives to
address the problem, and make recommendations.
1.2. The scope of services under this contract arc set forth in detail in Article 4 of this agreement.
ARTICLE 2 - ENGINEER'S RESPONSlBILITIES
2.1. ENGINEER shall perform for OWNER professional engineering services in all phases of the
Project to which this Agreement applies as hereinafter provided. These services will include, but not
be limited to, serving as OWNER's professional engineering representative for the Project, providing
professional engineering consultation and advice and furnishing customary civil and structural
engineering services incidental thereto.
2.2. The ENGINEER shall furnish all labor, materials, equipment, supplies, and incidentals
necessary to conduct and complete the ENGINEER'S portions of the Project and to prepare and
deliver to the OWNER all data, reports, plans, specifications, and recommendations as designated
herein.
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2.3. The ENGINEER shall ascertain such infornlation as may have a bearing on the work liom
local units of government, public, and private organizations and shall be authorized to procure
infonnation from other authorities as to the extent ofthese contacts and the results thereof.
2.4. The ENGINEER'S work shall be in accord,illce with the standards of sound engineering
praetices.
2.5. The ENGINEER shall name a Principal-In-Charge for the duration of the project. The
Principal-In-Chargc shall be David L. Clark.
2.6. The ENGINEER shall name a Project Manager who shall be the liaison betwecn the
ENGINEER and the OWNER. The Project Manager shall be Amanda McInnis. The OWNER may
name a Task Director who would be the liaison between the ENGINEER and the OWNER during
the design segment of the Project.
2.7. The ENGINEER shall submit an estimatcd progress schedule at the beginning ofthe work,
and monthly progress rcports thereafter until the project is completed.
ARTICLE 3 - OWNER'S RESPONSIBILITIES
3.1 The OWNER shall name a Task Director who shall be the liaison between the ENGINEER
and the OWNER during DESIGN segment of the Project. The Task Director designated shall be
Tom Adams.
3.2 The OWNER shall have the right of review and examination ofthe ENGINEER'S work at all
times.
3.3 The OWNER shall make available all records (as-built drawings, construction records, etc.)
indicating the existing configuration ofthe city utilities. The ENGINEER shall have the right
to rely on the accuracy and completeness ofinfornlation supplied by the OWNER.
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ARTICLE 4 - BASIC ENGINEERING SERVICES
The ENGINEER shall render professional Engincering Services as follows:
ARTICLE 5 - ADDTTIONAL SERVICES
5.1. If OWNER wishes ENGINEER to perfonn any of the following Additional Services,
OWNER shall so instruct ENGINEER in writing, and ENGINEER shall perfoDn or obtain from
others such services and will be paid thcrefore as provided under 6.2,4 of this Agreement:
5.1.1. Legal land surveys perfomled to obtain data for preparing easements and rights-of-
way descriptions.
5.1.2. Preparation of applications and supporting documcnts for governmental agencies in
addition to those requircd undcr Basic Services; preparation or review of environmcntal
studies and [elated services; and assistance in obtaining environmcntal approvals.
5.1.3. Services rcsulting from significant changes in the general scopc, extcnt or character
of the Project or major changes in documentation previously accepted by OWNER where
changes are due to causes beyond ENGINEER's control.
5.1.4. Providing renderings or models.
5.1.5. Preparing documents for alternate bids requested by OWNER for work not executed
or for out-of-sequence work.
5.1.6. Providing other serviccs not otherwise provided for in the Agreement, including
services nonnally furnished by the OWNER as elsewhere herein described.
5.1.7. Furnishing the services ofindependcnt professional associates or consultants for other
than Basic Services.
5.2 DELETED
ARTICLE 6 - COMPENSATION FOR ENGINEERING SERVICE
6.1 Section 6.1 DELETED.
6.2 DIRECT LABOR COST P A YMENTFOR BASIC SERVICES AND EXPENSES OF
ENGINEER.
Construction and project documentation services perfoDned as Basic Engineering Services under
sections 4.5 through 4.7 including General Administration of Construction Contract, Resident
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Project Representation, Project Documentation, and Construction Testing, shall be compensated in
accordance with the following:
6.2.1 The OWNER shall pay for Construction Phase and Project Documentation Services
an amount not to exceed $5,OOO_except as provided under 6.2.1.2 and 6.2.4.
6.2.1.1 Costs Compensation. Compensation for these services shall be based on the
ENGINEER's Direct Labor Cost times a factor of3.10 for services rendered which
shall cover Direct Labor, Direct Labor Overhead, General & Administrative
Overhead and Profit.
6.2.1.2 N9J.i,fication. At any time during the construction that it becomes apparent
that the Construction Phase and Project Documentation Services rendered under this
Agreement will exceed the negotiated compensation for these services, and prior to
perfOlming services in excess of the contract ceiling, the ENGINEER shall give
OWNER written notice thereof. Promptly thereafter OWNER and ENGINEER shall
review the scope and progress ofthe project work. ENGINEER shall obtain written
authorization from OWNER, prior to any additional costs being incurred under
paragraph 6.2.1.3. If it is determined that due to a change in project scope the
ENGINEER is entitled to additional compcnsation, OWNER and ENGINEER may
negotiate terms as provided under 6.2.1.1. The amount and terms of any additional
compensation under 6.2.1.1 or 6.2.1.3 shall be negotiated and agreed in writing
pursuant to 9.16.
6.2.1.3 Costs Exceeding Estimated Compensation. When the total cost of the
original scope exceeds the negotiated compensation for these services, the OWNER
shall pay only for the direct costs incurred in excess ofthe estimated compensation.
These costs consist of an amount equal to thc ENGINEER'S Di red Labor Cost times
a factor of3.1 0 for scrvices rendered which shall include Direct Labor, the federally
audited payroll Direct Labor Overhead, and General & Administrative Overhead
costs, but shall not include any allowance for profit.
6.2.2. Reimbursable Expenses, as defined in section 7.4 of this Agreement, for Basic
Services and Approved Additional Services shall be paid to the ENGINEER by thc OWNER
in the actual amount of the costs incurred up to an amount not to exceed $ 500, which
includes $ 0 for consultants employed by the Engineer, and $ 500 for all other reimbursable
expenses. The estimated reimbursable expenses are identified in Exhibit "A."
6.2.3. DELETED.
6.2.4 The OWNER shall pay an amount for Additional Services rcndered by the
ENGINEER and approvcd in writing by the OWNER on the basis of the ENGINEER'S
Direct Labor Costs times a factor on.1 0.,- or an amount otherwise negotiated at the time such
services are requcstcd and approved by thc OWNER.
ARTICLE 7 - MEANING OF TERMS
7.1 AGREEMENT
As uscd herein the term "this Agreement" refers to the contcnts of this documcnt and its Exhibits
attached hereto and refcrred to as if they were part of one and the sanle document.
7.2 CONSTRUCTION COSTS
The construction cost ofthe entire Project (hcrein referred to as "Construction Cost") mcans the total
cost to OWNER ofthose portions of the entire Project dcsigned and speci fled by ENGINEER, but it
will not include ENGINEER's compensation and expcnses, the cost of land, rights-of-way, or
compcnsation for or damages to, properties unless this Agreement so specifies, nor will it include
OWNER's legal, accounting, insurance counseling or auditing services, or interest and financing
charges incurred in connection with the Project or the cost of other services to be provided by others
to O\VNER.
7.3 DIRECT LABOR COSTS
Direct Labor Costs used as a basis for paymcnt mean the actual salaries and wages paid to all
ENGINEER's personnel engaged dircctly on the Project, including, but not limited to, engineers,
architects, surveyors, designers, drafters, spceification writers, estimators, other teclmical and
busincss personnel; but does not include indirect payroll relatcd costs or fringe benefits. For the
purposes of this Agreement the principals and employees of the ENGINEER maximum billable
Direct Labor Costs are:
Principals $55.00 /hour
Project Manager $55.00 Ihour
Senior Engineer $38.00 /hour
Staff Engineer $28.50 Ihour
Scnior Technicians $22.50 /hour
Clerical $16.00 Ihour
7.4 REiMBURSABLE EXPENSES
Reimbursable Expenses mean thc actual expenses incurred by ENGINEER or ENGINEER's
independcnt professional associates or consultants directly in connection with the Project, such as
expenses for: transportation and subsistence incidental thereto; obtaining bids or proposals from
Contractor( s); subsistence and transportation of Resident Project Representatives and their assistants;
toll telephone calls and telegrams; reproduction of reports, Drawings, Specifications, Bidding
Documcnts and similar Project-related items; and if authorized in advance by OWNER, overtime
work requiring higher than regular rates. In addition, whcn compensation for Basic Services is on
the basis of Direct Labor Costs method of payment, Reimbursable Expenses will also include the
amount billed to ENGINEER by special consultants employed by ENGINEER and authorized by
OWNER (other than as an authorized Additional Services) and will also include expenses incurrcd
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for computer time and other specialized equipment, including an appropriate charge for previously
established programs and expenses of photographic production teclmiques.
ARTICLE 8 - PAYMENT PROVISIONS
8.1 TIMES OF PAYMENTS. ENGINEER may submit monthly statements for Basic Services
and approved Additional Services rendered and for Reimbursable Expenses incurred; however,
payments shall not excced the ceilings provided in 6.1 and 6.2. Final payment shall be made only
after acceptancc of the project by the OWNER. If OWNER disputes thc amount of the billing,
OWNER will notify the ENGINEER in writing within ten (10) calendar days ofthe receipt of bill of
the dispute. Undisputed items included in invoices shall bc paid upon receipt ofthc invoice.
8.2 REQUESTS FOR PAYMENT. Each request for payment shall include a documentation
summary of the pcriod incremental man hours incurred, direct labor rates and billed rates, detail of
reimbursable costs, total period billing, and total cumulative billing. When requested by OWNER
services for distinct projcct sesments shall be accounted and billed separatcly.
8.3 PAYMENT UNDER TERMINATION. In the event of termination by the OWNER upon thc
complction of any phase of the Basic Services, progress paymcnts due ENGINEER (or services
rendered through such phase shall constitute total payment for such services. In the event of such
termination by OWNER during anyphase ofthe Basic Services, ENGINEER also will be reimbursed
for the charges of pre-approved independent professional associates and consultants employed by
ENGINEER to render Basic Services, and paid for services rendcrcd during that phase on the basis
ofthe payment provisions ofthe Agreement. In thc event of any such termination, ENGINEER will
be paid for unpaid pre-approved Additional Services and unpaid Reimbursable Expenses which are
authorized under this agreement.
ARTICLE 9 - GENERAL CONSIDERATIONS
9.1 TERMINATION OF AGREEMENT
9.1.1 The sole right is hereby reserved to the OWNER to terminatc this Engincering
Agreement for any and all causes or (or its convenicnce at any time upon fiftccn (15) days
written notice to thc ENGINEER.
9.1.2 If termination for dcfault is effectcd by the OWNER, an equitable adjustment in the
price providcd for in this Agreement shall be made, but (1) no amount shall bc allowed for
anticipated profit on unperfonned services or other work, and (2) any payment due to the
ENGINEER at the time oftennination may be adjusted to cover any additional costs to the
OWNER because ofthe ENGINEER's default. Iftermination for convenience is effected by
the OWNER, the equitable adjustment shall include a reasonable profit, as determined by
owner, for services or othcr work performed. The equitable adjustment for any tennination
shall provide for paymcnt to the ENGINEER for services rcndered and expcnses incurred
prior to the tennination, in addition to termination settlement costs rcasonably incurred by
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the ENGINEER relating to commitmcnts which had become firm prior to the termination.
9.1.3 Upon receipt of a termination action under paragraph 9.1.2, thc ENGINEER shall (1)
promptly discontinue all affected work (unless the notice directs otherwise), and (2) deliver
or otherwise make available to the OWNER within ten (10) days copies of all data, design
drawings, specifications, reports, estimates, summaries and such othcr infonnation and
materials as may havc been accumulated by the ENGINEER in performing this Agreement,
whcther completed or in process.
9.1.4 In the event this Contract is terminated prior to completion, the original copies of the
ENGINEER'S data, recommendations, plans, specifications, analysis and other related
documents prepared by the ENGINEER prior to said termination shall bc delivered to and
become the property of the OWNER. ENGINEER shall be allowed to kecp copies of its
work product.
9.1.5 Upon termination, the OWNER may take over the work a..l1d may award another party
an Agreement to complete the work under this Agrecment.
9.1.6 OWNER'S right to terminate is in addition to any other remedies OWNER may have
under the law.
9.1.7 ENGINEER may terminate this Contract ifthe OWNER substantially fails to perform
in accordance with its obligations under this contract, or if ENGINEER's services cannot be
perfoffilcd because of hazardous materials provided ENGINEER notifies the OWNER in writing of
its intention to do so. The ENGINEER must provide the OWNER with sufiicient infonnation to
dctermine what obligations under the contract have not becn met. The OWNER will have fifteen
(15) days from the date noticc is receivcd to cure any default specifically set forth in said noticc.
9.2 INSPECTION AND AUDIT
All books, papers, records, payrolls, vouchers and invoices rclating to costs and expenditures
incun'ed as to the performance of the services by the ENGINEER hereunder shall be madc available
to thc OWNER, or their authorized representatives for audit and review, at the ENGINEER'S
respectivc offices at all reasonable times during the contract period and for three years from the date
of final payment.
9.3 EMPLOYMENT
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The ENGINEER warrants that he has not employed or retained any company or persons, other than a
bona fide employee, working solely for the ENGINEER, to solicit to secure this contract, and that he
has not paid or agreed to pay any company or person, other than bona fide employees working solely
for thc ENGINEER, any fee, commission, percentagc, brokerage fee, gifts or any othcr
considerations contingent upon or resulting from the award or making of this Contract. For brcach
or violation ofthis warranty, thc OWNER shall have the right to annul the Contract without liability
or in its discretion to deduct from the price or consideration or otherwise rccover the full amount of
such fce, commission, percentage, brokerage fee, gift or contingent fee.
All cmployees of the ENGINEER or other persons while cngaged in the perfomlance of work or
services required by the ENGINEER shall be considcred employees ofthe ENGINEER only and not
of the OWNER.
9.4 NONDISCRIMINATION
The ENGINEER will not discriminate on the basis of race, color, religion, creed, political ideas, sex,
age, marital status, national origin or disability in employment or provision of services. The
ENGINEER shall be subject to and comply with Title VI of the Civil Rights Act of 1964; Section
]40, Title 2, United States Code, and all regulations promulgated thereunder.
9.5 SUBLETTING OR ASSIGNING OF WORK
The ENGINEER shall not sublet Of assign any of the work eovercd herein without prior written
approval of the OWNER.
9.6 STANDARD OF CARE
In providing services under this agreement, the ENGINEER will perfoIDr in a manner consistent with
the degree of care and skill ordinarily cxercised by mcmbers of the same profession currently
practicing under similar circumstances. If any service should be found to be not in conl<')Dnance with
this standard, the ENGINEER shall, at the OWNER's request, re-perform the service at its own
expense. Engineer shall also, at its own expensc, make such changes, modifications or additions to
the project, which is made necessary as a result ofthe initial non-perfomlance or the re-perfonnance
of services. The OWNER's rights herein afe in addition to any other remedies the OWNER may
have under the law.
9.7 LEGAL RELATIONS
9.7.1 The ENGINEER shall comply with all Federal, State, and Local laws and ordinances
applicable to the work to be done.
9.7.2 The ENGINEER agrees to indemnify, hold hamlless, and defend the OWNER, its
officers, directors, agents, and employees from and against any suits, causes of
action, claims, demands, damages, costs, expenses, obligations, and liability of any
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character, including attorney's fees, arising out of or resulting iTom or in connection
with the ENGINEER's negligent performance of the scrviees specified in this
agreement or willful misconduet. ENGINEER will be held responsible on ly for those
damages, costs, attorney's fees, and liabilities as are attributable to the ENGINEER's
percent of fault as eomparcd with 100% of the fault, giving rise to the damages.
9.7.3 In an appropriate case in which attorney's fees are awarded to thc OWNER following
a wrongful refusal of a tender of defense, said fees may include fees and salary paid
by the OWNER to the City Attorney or other in-house counsel.
9.7.5 The indemnity required herein shall not be limited by reason ofthe specification of
any partieular insurance coveragc in this agreement.
9.7.6 The ENGINEER shall perform this agreement as an independent contractor, and as
such, is responsible to the OWNER only as to the results to be obtained in the work
herein specified, and to the extent that the work shall be done in accordance '.ovith the
terms, plans and specifications. The ENGINEER shall have and maintain complete
control over all of its employees, subcontractors, agents and operations, being
responsible for any rcquired payroll deductions and providing required benefits, such
as, but not limited to, worker's compensation with statutor-j limits, and
unemploymcnt insurance.
9.8 INSURANCE
The ENGINEER shall secure and furnish to the OWNER certificate of insurance, therein, naming the
OWNER as an additional insured except on worker's compensation and professional liability
policies, to include thirty (30) days notice of cancellation or non-renewal.
Without limiting any of ENGINEER's obligations hereunder, ENGINEER shall secure and maintain,
until the work is completed and accepted by the OWNER, insurance coverage naming the OWNER
as additional insured except on worker's compc;nsation and professional liability policies, with
minimum insurance coverage as follows:
Type of Coverage Limits
Employers' Liability: $ 100,000 per accident
General Liability:
Bodily Injury & Property
Damage Single and combined $ 1,000,000 per accident
Excess Liability coverage (umbrella) $1,000,000 each occurrence
Automobile:
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Bodily Injury covering all $1,000,000 each person
automobiles, trucks,
tractors, trailers, or $1,000,000 each occurrence
other automotive equip-
ment whether owned or
rented by Engineer or
owned by employecs of
Engineer.
Property Damage covering $ 100,000 each occurrence
all automobiles, trucks,
tractors, trailers or other
automotive equipment whether
owned or rented by Engineer
or owned by employees of
Engineer
OR
Bodily Injury & Property $ 500,000 each occurrence
Damage Single and combined
In addition, to the above insurance coverage, the ENGINEER shail secure and maintain, until the
work is completed and accepted by the OWNER, and without naming the OWNER as an additional
insured, Professional Errors and Omissions insurance coverage as follows:
Professional Errors & Omissions: $ 1,000,000 per claim and aggregate each
occurrence
9.9 ENDORSEMENT
The ENGINEER shall place his endorsement on all drawings and other data furnished by him.
9.10 OWNERSHIP OF DOCUMENTS
The parties admit and agree the documents produced under this agreemcnt are not intended or
represented to be suitable for reuse by OWNER or any other individual on any other project. Any
reuse without written verification or adaptation by ENGINEER will be at OWNER's sole risk and
without liability or legal exposure to ENGINEER, or to ENGINEER's indcpendent professional
associates or consultants. Files in electronic media format oftext, data, graphics, or of other types
that are furnished by ENGINEER to OWNER arc only for convenience of owner, and hard copics
shall control in the event of a conflict with electronic files. Any conclusion or infol1nation obtained
or derived from such electronic files will be at the user's sole risk.
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9. 1 1 PUBLIC INFORMATION
The ENGINEER shall not issue any statements, releases or infonnation for public dissemination
without prior approval of the OWNER.
9.12 PROPRIETARY RIGHTS
Ifpatentable discoveries or inventions should result from work required herein, all rights aceruing
from such diseoverics or inventions shall be joint property of the ENGINEER and the OWNER.
Provided that the OWNER, state agencies or political subdivisions and the United States
Government shall have the irrevocable, nonexclusive, nontransfcrable and royalty-free license to use
each invcntion in the manufacturc, use and disposition, according to law, of any article or matcrial,
and in the use of any method that may be developed as part ofthe work described and contemplated
herein.
9_13 RECORDS
The ENGINEER shall maintain accounting records and other evidcnce pertaining to the cost incurred
and to make the records available at all reasonable times during the Contract term and for one (1)
year from the date of final payment. Such accounting records and other cvidenee pcriaining to the
cost incurred will be madc availablc for inspections by OWNER.
9.14 SUCCESSORS IN INTEREST
The covenants, agreements and all statements in this Contract apply to and shall be binding on the
heirs, personal representatives, successors and assigns of the respectivc parties.
9.15 ATTORNEY'S FEES AND COSTS
That in the event it becomes necessary for either Party of this Contract to retain an attorney to
enforcc any ofthe tenns or conditions ofthis Contract or to give any notice required herein, thcn the
prevailing Party or the Party giving notice shall be entitled to reasonable attomey's fees and costs,
including fees, salary, and costs of in-house counsel to include City Attorney.
9.16 MODIFICATIONS AND AMENDMENTS
That any amendment or modification of this Contract or any provisions herein shall be made in
writing or executcd in the same manner as this original document and shall after execution become a
part of this Contract.
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In witness Whereof, the Parties hereto do make and execute this Agrecment.
CITY OF BOZEMAN, MONT ANA ENGINEER
BY: ~,u".l BY:
, ,,,-
..,~. '''..,.,~
(City Manager)
DATE: September 23, 2002 DATE: (l~Jtj :~(p~
ATTEST:
By:9~J ~
(Clerk of Commission)
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Exhibit A: Scope of Services - Struvite Investigation
Purpose
The purpose of this effort is to provide assistance to the City of Bozeman in the deterrnination of the impact of
struvite formation on operations, thc source of the problem, review alternatives to address the problem, and make
recommendations.
Approach
This work plan outlines an approach to assessing the struvite problem at the City of Bozeman wastewater treatment
plant. The work plan is broken down into sub tasks that are described in the following paragraphs.
1.1 Impact Analysis. Determine the impact of the struvite formation on: equipment operation, equipment
depreciation, man hours, chemical use, and quantify costs_
1.2 Field Analysis. Sample secondary influent, secondary effluent, waste activated sludge, digester contents,
lagoon feed, bottom and top of lagoon for magnesium, total phosphorous, phosphate, potassiurn, am1110I'ia,
calcium.
1.3 Establish Mass Balance. Estimate evaporation/conccntration in lagoon, based on differcnce in lagoon feed and
sludge hauling volumcs or estimate based on literature values. Based on evaporation infOlmation and sampling
results, establish mass balance for phosphorous, magncsium, potassium, and calcium.
1.4 Alternative Analysis. Review alternatives and costs for struvite control including, mechanical improvements,
chemical addition, process modifications, and controlled stmvitc fonnation. Rcview alternativcs with City.
Provide a reconmlended stmvite control approach.
1.5 Future Impacts. Review impact of future process changes for filament control or nutrient removal on stmvite
formation.
Deliverables:
. Tcchnical memorandum sunnnarizing the analysis and reconnnendations for struvite control.
. Meeting with City Staff for discussions on the struvite control alternatives.
Budget:
. Professional statfhours: 40 to 50 hours
. Direct costs to conduct project meeting and prepare matelials
. Total budgct: $5,000
Schedule:
. Assumed project initiation: August 15, 2002
. Meet with City Staff: August 21, 2002
. Deliver tcchnical memorandum: September 30, 2002