HomeMy WebLinkAbout05- Entranco Inc. Professional Services Agreement
. >1 . .. ~. I
I . .
(
PROFESSIONAL SERVICES AGREEMENT
THIS IS AN AGREEMENT made as of February 7. 2005 , between THE CITY OF BOZEMAN, a
Municipal Corporation, Bozeman, Montana, 59715 (OWNER) and Entranco Inc., Hclcna,Montana,
(ENGINEER).
Whereas the accomplishment of the 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 rccitals and the mutual covcnants and conditions contained herein, the
parties agree as follows:
The conditions and provisions set forth in the attached EXHIBIT A "Engineer's Status During Construction",
EXHiBIT B "A Listing of Duties and Responsibilities and Limitations of Authority of Residential Project
Representative", and EXHlBTT C " Pre-design and Pre-selection Scope of Services", are hereby incorporated in and
made part of this Agreement.
ARTICLE 1 - ENGINEERING SERVICES
1.1. The detailed description of the specific project componcnts is described as follows:
Prepare a Preliminary Design Report that evaluates the use of UV equipment from two specific manufacturers
for the purpose of disinfecting municipal wastewater effluent discharged from the City of Bozeman's
Wastewater Treatment Plant (WWTP). The report would investigate two configurations for installation of this
equipment and recommend preferred equipment and plant configuration. Pre-selection specifications would be
developed for the purchase of the preferred equipment. Subsequent phases of work as outlined in articles 4.2
through 4.7 will be negotiated after completion ofthis phase.
1.2. The scope of services under this contract are set forth in U1is agreement and the attached EXHIBITS.
ARTICLE 2 - ENGINEER'S RESPONSIBILITIES
2.1. ENGINEER shall perform for OWNER professional engineering services in all phases of the Project to which
this Agreement applics as hereinafter provided. These services will include, but not be limited to, serving as OWNER's
professional engineering representative [or 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, supplics, and incidentals necessary to conduct and
complete thc ENGINEER'S portions of the Project and to prepare and deliver to the OWNER all data, reports, plans,
spccifications, and recommendations as designated herein.
2.3. The ENGINEER shall ascertain such information as may have a bearing on the work from local units of
government, public, and private organizations and shall be authorized to procure information [rom other authorities as to
the extent of these contacts and the results thereof.
2.4. The ENGINEER'S work shall be in accordance with the standards of sound engineering practices.
2.5. The ENGINEER shall namc a Principal-In-Charge for the duration o[ the project. The Principal-In-Charge shall
be Daniel M. McCauley.
I
.
, ~ . , .. I,: .,
.
. I -
2.6. The ENGINEER shall name a Project Manager who shall be the liaison between the ENGINEER and the
OWNER. The Project Manager shall be Terry Threlkeld. 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 estimated progress schedule at the beginning of the work, and monthly progress
reports 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 Bob MqmLY.
3.2 The OWNER shall have the right of review and examination of the 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 0 r the city utilities.
3.4 The OWNER will be responsible for Advertising Bid Openings.
3.5 The OWNER shall attend the pre-bid conferences, bid openings, pre-construction conferences, construction
progress and other job related meetings, substantial completion inspections and final payment inspections.
ARTICLE 4 - BASIC ENGINEERING SERVICES
The ENGINEER shall render professional Engineering Services as follows:
4.1 PRE-DESIGN INVESTIGATION PHASE
After written authorization to proceed, ENGINEER shall:
4.1.1 Consult with OWNER to clarify and define OWNER's requircments for the Project and review
available data.
4.1.2 Advise OWNER as to the necessity of OWNER's providing or obtaining from others, data or services
and assist OWNER in obtaining such data or services.
4.1.3 Identify and analyze requirements of governmental authorities having jurisdiction to approve the desif,'l1
of the Project and participate in consultations with such authorities.
4.1.4. Provide analyses of OWNER's needs, planning surveys, site evaluations and comparative studies of
prospective sites and solutions.
4.1.5. Provide a general economic analysis of OWNER's requirements applicable to various alternatives.
4.1.6 Assist in formation of Special Improvement Districts (SID) by preparing district boundary
descriptions and maps, preparing a property owner's and assessments role lists including project assessment
costs bascd on the preliminary project cost estimates, and providing technical information at SID public
hearings, if applicable.
4.1.7. Prepare a Report containing schematic layouts, sketches and conceptual design criteria with
appropriate exhibits to indicate clearly the considerations involved (including applicable requirements of
governmental authorities having jurisdiction as aforesaid) and the alternative solutions available to
OWNER and setting forth ENGINEER's findings and recommendations. This Report will be accompanied
by ENGINEER's opinion of probable costs for the Project, including the following which will be separately
itemized: Construction Cost, allowance for engineering costs and contingencies, and (on the basis of
information furnished by OWNER) allowances for such other items as charges of all other professionals
and consultants, for the cost of land and rights-of-way, for compensation for or damages to properties, for
2
'. . ; . ;:
, I ~
.
interest and financing charges and for other services to be provided by others for Owner. The total of all
such costs, allowance, etc. are hereinafter called "Total Project Costs". The Report will evaluate UV
equipment provided by two specific manufacturer's installed in two plant configurations as outlined in
Exhibit C.
4.1.8. Furnish ~copies of the Study and Report documents and review them in person with OWNER.
The Pre-design Investigation Phase will be completed and submitted within 90 calendar days following written
authorization from OWNER to ENGINEER to proceed with that phase of services.
4.2 PRELIMINARY DESIGN PHASE
After acceptance of the pre-design report and receipt of written authorization to proceed with the Preliminary Design
Phase, ENGINEER shaH:
4.2.1. In consultation with OWNER dcteffiline general scope, extent and character of the Project.
4.2.2. ENGINEER shall then prepare a Preliminary Dcsign Report, preliminary plans and specifications and a
written description for the Project.
4.2,3. Preliminary Design Report: Specific items to be addressed in the design report will include, but not be
limited to:
4.2.3.1. Summary of construction requirements with appropriate drawings for each task included in
the proj ecL
4.2.3.2. Plans for providing water and sewer services for affected properties during construction.
4.2.3.3, Summary geotechnical report for specific tasks, ifneedcd.
4.2.3.4. Special design considerations for Project tasks with conditions not covered in standard
construction methods or specifications.
4.2.3.5. A traffic control plan for each project task, if necessary.
4.2.4. Design and Construction Survey: The ENGINEER shall conduct a design field survey of the project
areas, as ncccssary, for locating existing utilities (such as gas, power, telephone, TV cables, water and sewer
lines, irrigation facilities, fences, and approach driveways), existing right-or.way and easements, and making
measured drawings of or investigating conditions of existing facilities. The ENGINEER shall provide suitable
horizontal and vertical reference control points for the construction phase.
4.2.5. Pernlits and Rights-of-Way: The ENGINEER shall obtain approved pemlits, licenses, and/or easement
agreements from private landowners and any other agencies or entities requiring similar approvals prior to
bidding. These approvals will be coordinated with the OWNER and will be made on casement and pcrmit
documents approved by the OWNER. Information and easement descriptions provided in the Basic Engineering
Services will be based on data available from design surveys and courthouse records.
4.2.6. Geotechnical Explorations and Analysis: The ENGINEER shall conduct such geotechnical
explorations and analysis as necessary for project design and bidding. A geotechnical report will be prepared
with recommendations relating to conditions pertinent to the design and construction of the Project. Subsurface
infol111ation will be obtained by reviewing any existing geotechnical data available and using additional backhoe
test pits and soil borings as necessary.
The ENGINEER shall furnish copies of a geotechnical report as requested to OWNER for use by OWNER and
Contractors, and review the results of the report with Contractors in a pre-bid meeting. The report is to be
prepared for design purposes; ENGINEER will not be responsible if it is used by others for other purposes.
4.2.7. Preliminary Plans and Specifications. Prepare preliminary construction plans and specifications with
infoffilation which addresscs the special features of each project task.
3
I '. . ,0 ..
)
4.2.!\. Based on the infoflllation contained in the preliminary design documcnts, ENGINEER will submit a
revised opinion of probable Total Project Costs to the OWNER.
4.2.9. ENGINEER shall prepare and furnish complete copies of preliminary bidding documents and design
report as requested to OWNER and at the same time furnish copies as directed by OWNER to agencies and/or
parties having regulatory responsibilities or direct financial participation in any part of the Project; provide any
technical criteria, written descriptions and design data necessary for securing pem,its or approval (rom
authorities having jurisdiction to review and approvc thc design, and assist owner in securing such approvals; and
review documents in person with OWNER and review authorities, and, if necessary, conduct a plan-in-hand site
revIew. All changes agreed to between ENGINEER and OWNER will be noted in a memorandum from the
ENGINEER to the OWNER and incorporated into thc final plans and specifications.
The Preliminary Desi~'l' Phase will be completed and submitted within "to be negotiated" calendar days following written
authorization from OWNER to ENGINEER to proceed with that phase of services.
4.3 FINAL DESIGN PHASE
After written authorization to proceed with the Final Design Phase, ENGINEER shall:
4.3 .1. On the basis of the accepted Prcliminary Design documents and the revised opinion of probable Total
Project Costs, prepare for incorporation in the Contract Documents final drawings and Technical Specifications
of sufficient detail to show the general scope, extent and detailed character of the work to be furnished and
perfornled by the Contractor(s) suitable for use in the project bidding and construction.
4.3.2. Advise OWNER of any adjustments to the latest opinion of probable Total Project Costs caused by
changes in general scope, extent or character or design requirements of the Project or Construction Costs.
Furnish to OWNER a revised opinion of probable Total Project Costs based on the Drawings and Specifications.
4.3.3. Prepare for review and approval by OWNER, its legal counsel and other advisors, contract agreement
forms, general conditions and supplementary conditions, and (where appropriate) bid fomls, invitations to bid
and instructions to bidders, special provisions, technical specifications, and standard drawings, and other related
contract documents in conformance with the latest edition of the Montana Public Works Standard Specifications
(MPWSS) and City of Bozeman Modifications to MPWSS adopted by the City of Bozeman.
4.3.4. Furnish OWNER six copies of the Contract Documents (including design drawings, specifications amI
contracts).
The Final Phase will be complete and submitted within "to be negotiated" calendar days following written authorization
from OWNER to ENGINEER to proceed with that phase of services.
4.4 BIDDING OR NEGOTIA TING PHASE
After written authorization to proceed with the Bidding or Negotiating Phase, ENGINEER shall:
4.4.1. Assist OWNER in advertising for and obtaining bids or negotiating proposals for construction
eontract(s) and record prospective bidders to whom Bidding Documents have been issued, receive and process
deposits for Bidding Documents and conduct pre-bid conferences.
4.4.2. Provide interpretation or clarification to prospectivc bidders regarding the Bidding Documents, and
issue addenda as appropriate.
4.4.3. Consult with and advise OWNER as to the acceptability of the prime contractor, subcontractors,
suppliers and other persons and organizations proposed by the prime contractor(s) (herein call "Contractor(s)")
for those portions of the work as to which such acceptability is required by the Bidding Documents.
4.4.4. Consult ,with OWNER concerning and determine the acceptability of substitute materials and
equipmcnt proposed by Contractor(s) when substitution prior to the award of contracts is allowed by the Bidding
Documents.
4
I .::. . . -,
4.4.5. Attend the Bid opening, prepare bid tabulation, evaluate bids, assess bidders' responsiveness and
responsibility and make award recommendation to OWNER.
4.4.6 Facilitatc contract award, and the execution and distribution of the contract documents for construction,
materials, equipment and services. Furnish Owner two original signature sets of executed contract documents
(including design drawings, specifications and contracts). Furnish contractor with one set of original signaturc
executed contract documents and up to thrce sets of construction documents.
4.5 CONSTRue-nON PHASE
The responsibilities of the ENGINEER during the Construction Phasc are summarized as follows:
4.5.1. General Administration of Construction Contract. ENGINEER shall consult with and advise OWNER
and act as OWNER'S representative as provided in EXHIBIT A - ENGINEER'S STATUS DURING
CONSTRUCTION, attached to and made part of this Agreement and may be further provided under the General
Conditions of the contract documents. The extent and limitations of the authority, d~lties, and responsibilitics of
the ENGINEER on thc construction job site as assigncd here-in shall not be modified except as the ENGINEER
may otherwisc agree in writing. All of OWNER's instruction to Contractor(s) will bc issued through
ENGINEER who will havc authority to act on bchalf of OWNER to the extent provided in the General
Conditions except as otherwise provided in writing.
In addition to the services provided under Article 10 (Exhibit A) thc ENGINEER shall provide the following
serviccs during construction:
4.5.1.1 Schedule and conduct a pre-construction conference.
4.5.1.2 Provide personnel, equipment and supplies for construction layout and control, including
establishment of line, grade, and blue top control staking.
4.5.1.3 Review Contractors' construction schedules and operations, and the Contractors' tT<lffic control
plans and its implementation prior to the start of construction.
4.5.1.4 Ascertain that the Contractor has secured required pem1its needed to accomplish his work.
4.5.1.5 Prepare and provide weekly activity and progress reports to the City's Task Director.
4-5.1.6 ENGINEER shall provide OWNER copies of all correspondence between the ENGINEER
and Contractor.
4.5.1.7 Issue stop and resume work orders, in whole or in part, when work is not or cannot be
performed in accordance with the Contract Documents.
4.5.1.8 Review and approve, for conformance with thc project technical specifications all shop
drawings, and othcr Contractor submittals required by the Contract Documents.
4.5.1.9 During construction review Contractors' construction schedules and evaluate conformance and
progress undcr the Contract time provisions.
4.5.1.10 Prepare for OWNER'S approval any plan and specification changes which due to any initial
design or engineering deficiencies arc required to complete the project original design conccpt.
4.5.1.11 Inspect thc project and when appropriatc, and aftcr conferring with OWNER. issue a
CCltificate of Substantial Complction to the Contractor.
4.5.1.12 Prior to recommending final payment, schedule and conduct with the OWNER a final projcct
inspection and submit a report to the OWNER documenting any outstanding itcms or deficiencies
requiring correction prior to final payment. Upon satisfactory project completion ENGINEER shall
ccrtify in writing to the OWNER, and any required regulatory agcncics, that thc construction was
completed in accordance with the approved plans and spccifications and is performing in accordance
with the design conccpt.
5
, ,. . '. ,
,
4.5.1.13 Eleven months after project substantial completion schedule and conduct with the Owner a
One Year Warranty Inspection of the project and advise the owner in writing whether project
ddiciencies exist and if the project is perforn1ing in accordance with the design concept.
4.5.2. Resident Proiect Representative. ENGINEER shall provide a qualified Resident Project Representative
at the job site to provide observation of the work as provided in EXlIIBIT B - A LISTING OF THE DUTIES,
RESPONSIBILITIES AN)) LIMITATIONS OF AUTHORITY OF THE RESIDENT PROJECT
REPRESENT A TIVE attached to and made part of this Agreement.
The ENGINEER shall submit to the OWNER, for review and acceptance, the resume of each Resident Project
Representative who may be assigned to the job site during the course of the Project not less than 10 calendar
days prior to the pre-construction meeting. Any subsequent change in the resident representative shall also bc
subject to the OWNER'S approval.
4.5.3 Limitations of Responsibilitics. ENGINEER will not be responsible for CONTRACTOR's means,
methods, techniques, sequences or procedures of constmction, or the safety precautions and programs incident
thereto, and ENGINEER will not be responsible for CONTRACTOR's failure to perf 01111 or furnish the Work in
accordance with the Contract Documents; however, nothing contained in this agreement shall be constnwd to
release ENGINEER (i-om liability ror railure to properly perforn1 duties and responsibilitics assumcd by
ENGINEER in the Contract Documents.
4.6. PROJECT DOCUMENTATION
ENGINEER shall furnish OWNER with (a) one mylar copy and two paper copics of the Project Record Drawings ("As-
Builts"), (b) written monthly progress reports, and (c) a project notebook containing such correspondence and
documcntation as requested by OWNER.
4.7. CONSTRUCTION TESTING
The inspection services shall include material testing and verification of contract compliance with job site requirements,
plans and specifications.
The ENGINEER shall provide and maintain detailed documentation of the following material testing:
I) Concrete strength, air content and slump
2) Embankment, trench backfill, and gravel and pavement densities
3) Aggregate gradations
4) Plant mix strength, flow and asphalt content
ARTICLE 5 - ADDITIONAL SERVICES
5.1. If OWNER wishes ENGINEER to perform any of the following Additional Services, OWNER shall so instruct
ENGINEER in writing, and ENGINEER shall perform or obtain from others such services and will be paid therefor as
provided in the Agreement:
5.1.1. Legal land surveys perf01111ed to obtain data for preparing casements and rights-of.way descriptions.
5.1.2. Preparation of applications and supporting documents for governmental agencies in addition to those
required under Basic Services; preparation or review of environmental studies and related services; and
assistance in obtaining environmental approvals.
5.1.3. Services resulting from significant changes in the general scope, extent 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.
6
~". . . ,. ,
5.1.6. Providing other services not otherwise provided for in the Agreement, including scrviccs normally
furnished by the OWNER as elsewhere herein described.
5.1.7. Furnishing the services of independent professional associates or consultants for other than Basic
Services.
5.2. When rcquired by the Contract Documents in circumstances beyond ENGINEER's control, ENGINEER shall
per[ornl or obtain [rom others any o[ the following Additional Services as circumstances requirc during construction and
without waiting [or specific instructions from OWNER, and ENGINEER will be paid therefore as providcd in this
Agreement:
5.2.1. Services in connection with work directive changes and change orders to ref1cctthe changes requested
by OWNER if the resulting change in compensation for Basic Services is not commensurate with the additional
services rendered.
5.2.2. Services in making revisions to Drawings and Specifications occasioned by the OWNER'S acceptance
of substitutions proposed by Contraetor(s); services after the award of each contract in evaluating and
determining the acceptability of an unreasonable or excessive number of substitutions proposed by Contractor;
and evaluating an unreasonable or extensive number of claims submitted by Contractor(s) or others in connection
with the work.
5.2.3. Services resulting from significant delays, changes or price increases occurring as a direct res~dt o[
materials, equipment or energy shortages.
5.2.4. Additional or extended services during construction made necessary by (1) work damage by fire or
other causes during construction, (2) a significant amount of defective or neglected work of any Contractor, (3)
acceleration of the progress schedule involving services beyond normal working hours, (4) default by any
Contractor.
ARTICLE 6 - COMPENSATION FOR ENGINEERING SERVICE
6.1 LUMP SUM AGREEMENT FOR BASIC SERVICES AND EXPENSES OF ENGINEER
6.1.1 Payment. The OWNER shall for design phase services perfomled as Basic Engineering Services under
sections 4.1 through 4.4 of this agreement pay a total sum in the amount of $65,600 for such services.
6.1.2 Pavment Schedule. Total cumulative payments [or the design phase engineering services (sections 4.1
through 4.4) shall not exceed the following ceilings:
$ 59,040 (monthly payment up to 90 % of pre-design investigation phase fee-Article 4.1) until the Pre-design
Investigation and Preliminary Design Report have been submitted to the OWNER. Final payment upon approval
by OWNER of Pre-design report and pre-selection specifications.
$ "to be negotiated" (50% of design fee) until the Preliminary Plans and Specifications have been submitted to
the OWNER and review authorities.
$ "to be negotiated" (90% of design fee) until the Final Plans and Specifications have been submitted to the
OWNER and review authorities.
6.1 J GeneraL Engineer shall submit monthly statements for services rendered. The statements shall he
based upon Engineer's estimate of the proportion of the total services actually completed at the time of hilling,
subject to any limitations on Payments based on completion of tasks or specific retainage requirements pursuant
to the payment provisions o[ the Agreement.
6.1.4 Reimbursable Expenses. Only those expenses specifically identified for payment under section 6.2 o[
this Agreement are reimbursable. All other design related expenses are included in the Lump Sum Payment for
the Basic services (4.1 through 4.4) and are not separately reimbursable. Additional Services specifically
identified under the scope of design services for payment under 6.1 are not separately reimbursable.
7
',< , . ~
.
6.2 DIRECT LABOR COST PAYMENT FOR BASIC SERVICES AND EXPENSES OF ENGINEER.
Construction and project documentation services perfoffiled as Basic Engincering Services under sections 4.5 through 4.7
including General Administration of Constmction Contract, Resident Project Representation, Project Documentation, and
Construction Testing, shall be compensatcd in accordance with the following:
6.2.1 The OWNER shall pay for Construction Phase and Project Documcntation Services an amount D.QUQ
exceed "to be negotiated" 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 of "to be negotiated" for services rendered which shall cover Direct
Labor, Direct Labor Overhead, General & Administrative Overhcad and ProfIt.
6.2.1.2 Notification. At any time during the construction that it bec.;omes apparent that the
Construction Phase and Project Documentation Services rendered under this Agreement will exceed the
negotiated compensation for these services, and prior to perfoffiling services in excess of the contract
ceiling, the ENGINEER shall give OWNER written notice thereof. Promptly thcreafter OWNER and
ENGINEER shall review the seope and progress of the project work, ENGINEER shall obtain written
authorization frolll 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 under paragraph 5.2.1, the ENGINEER is entitled to
additional compensation, OWNER and ENGINEER may negotiate terms as providcd under 6.2.1.1.
The amount and temlS of any additional eompensation 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 Comnensation. Except as allowed under 5.2.1, whcn the total eost
of the original scope Construction Phase and Project Documentation Services exceeds the negotiatcd
compensation for these services, the OWNER shall pay only for the direct costs ineun-ed in excess of
the estimated compensation. These costs consist of an amount equal to the ENGINEER'S Direct Labor
Cost times a factor of "to be negotiated" for services rendered which shall include Direct Lahor, the
federally audited payroll Direct Labor Overhead, and General & Administrativc Overhead costs, hut
shall not include any allowance for profit.
6.2.2. Reimbursable Expense~, as defined in section 7.4 of this Agreement, for Basic Scrvices and Approved
Additional Services shall be paid to the ENGINEER by the OWNER in the actual amount of the costs incurred
up to an amount not to exceed $ "to he negotiated" which includes $ "to be negotiated" for consultants
employcd by thc Engincer and $ "to be negotiated" for all other reimbursable expenses. The estimated
reimbursable expenses are identified in Exhibit" "to be negotiated",
6.2.3. Failed Test Expenses, The ENGINEER shall maintain and provide to the OWNER, a record of the
costs associated with failing quality control tests perfonned for the OWNER during the course of the
constmction of the project and recommend an amount the OWNER deduct from the contractor(s) payments.
6.2.4 The OWNER shall pay an amount for Additional Services rendered by the ENGINEER and approved
in writing by the OWNER on the basis of the ENGINEER'S Direct Lahor Costs times a factor of "to be
negotiated", or an amount otherwise negotiated at the time such services arc requested and approved by the
OWNER.
ARTICLE 7 - MEANING OF TERMS
7.1 AGREEMENT
As used herein the teml "this Agreement" refers to the contents of this document and its Exhibits attached hereto and
referred to as if they were part of one and the same document.
7.2 CONSTRUCTION COSTS
The construction cost of the entire Project (herein referred to as "Construction Cost") means the total cost to OWNER of
those portions of the entire Project designed and specified by ENGINEER, but it will not include ENGINEER's
compensation and expenses, the cost of land, rights-of-way, or compensation for or damages to, propclties unless this
Agreement so specifics, nor will it include OWNER's legal, accounting, insurance counseling or auditing services, or
8
. , , ,
interest and financing charges incurred in connection with the Project or the cost of other services to be provided by others
to OWNER.
7.3 DIRECT LABOR COSTS
Direct Labor Costs used as a basis for payment mean the actual salaries and wages paid to all ENGINEER's personnel
engaged directly on thc Project, including, but not limited to, engineers, architects, surveyors, designers, drafters,
specification writers, estimators, other technical and business personnel; but docs not include indirect payroll rclated costs
or fringe benefits. For the purposes of tbis Agreement the principals and employees of the ENGINEER maximum billable
Direct Labor Costs arc:
Principals $ "to be negotiated" !hour
Project Manager $ "to be nec:otiated" /hour
Senior Engineer $ "to be negotiated" !hour
Staff Engineer $ "to be negotiated" /hour
Senior Technicians $ "to be negotiated" /hour
CADD Drafter $ "to be negotiated" !hour
Technicians $ "to be negotiated" !hour
Construction Inspector $ "to be negotiated" !hour
Two Person Survey Crew $ "to be negotiated" !hour
Clerical $ "to be negotiated" /hour
7.4 REIMBURSABLE EXPENSES
Reimbursable Expenses mean the actual expenses incurred by ENGINEER or ENGINEER's independent professional
associates or consultants directly in connection with the Project, such as expenses for: transportation and subsistence
incidental thereto; obtaining bids or proposals f,'om Contractor(s); subsistence and transportation of Resident Project
Representatives and their assistants; toll telephone calls and telegrams; reproduction of reports, Drawings, Specifications,
Bidding Documents and similar Project-related itcms; and if authorized in advance by OWNER, ovcrtime work requiring
higher than regular rates. In addition, when 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 incurred for computer time and other specialized equipment, including an appropriate charge for previously
established programs and expenses of photographic production techniques.
ARTICLE 8 - PAYMENT PROVISIONS
~L I TIMES OF PAYMENTS. ENGINEER may submit monthly statements for Basic Services and approvt:d
Additional Scrviccs rendered and for Reimbursablc Expenses incurred; however, payments shall not exceed the ceilings
provided in 6.1 and 6.2. Final payment shall be made only after acceptance of the project by the OWNER. If OWNER
disputes the amount of the billing, OWNER will notify the ENGINEER in writing within ten (10) calendar days of the
receipt of bill of the dispute.
8.2 REQUESTS FOR PAYMENT. Each request for payment shall include a documentation summary of the
period incremental man hours incurred, direct labor rates and billed rates, detail of reimbursable costs, total pcriod billing,
and total cumulative billing. When requested by OWNER services for distinct project segments shall be accounted and
billed separately.
8.3 PAYMENT UNDER TERMINATION. In the event of termination by the OWNER upon the completion of
any phase of the Basic Services, progress payments due ENGINEER for services rendered through such phase shall
constitute total payment for such services. In the event of such termination by OWNER during any phase of the 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 rendered during that phase on the
basis of tbe payment provisions of the Agreement. In the event of any such temlination, ENGINEER will be paid for
unpaid pre-approved Additional Services and unpaid Reimbursable Expenses which are authorized under this agreement.
9
, f ,
, ,
,
ARTICLE 9 - GENERAL CONSIDERATIONS
9.1 TERMINA TION OF AGREEMENT
9.1.1 The sole right is hereby reserved to the OWNER to tenninate this Engineering Agreement for any and
all causes or for its convenience at any time upon fifteen (15) days written notice to the ENGINEER.
9.1.2 If tennination for default is effected by the OWNER, an equitable adjustment in the price provided for
in this Agreement shall be made, but (I) no amount shall be allowed for anticipatcd profit on unpcrfoffilcd
services or other work, and (2) any payment due to thc ENGINEER at the time of termination may bc adjustcd to
cover any additional costs to the OWNER because of thc ENGINEER's default. If termination for convcnience
is effected by the OWNER, the equitable adjustment shall include a reasonable profit, as determined by owner,
for services or other work performed. The equitable adjustment for any termination shall provide for payment to
the ENGINEER for services rendered and expenses incurred prior to the teffilination, in addition to temlination
settlement costs reasonably incurred by the ENGINEER relating to commitments which had become firm prior to
the termination.
9.1.3 Upon receipt of a tennination action under paragraph 9.1.2, the 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 (I 0) days copies of all data, design drawings, specifications, reports, estimates,
summaries and such other infonnation and materials as may have bccn accumulated by the ENGINEER in
perfoffiling this Agreement, whether completed or in process.
9.1.4 In the event this Contract is tenninated prior to completion, the original copies of the ENGINEER'S
data, recommendations, plans, specifkations, analysis and other related documents prepared by the ENGINEER
prior to said temlination shall be delivered to and become the property of the OWNER.
9.1.5 Upon temlination, the OWNER may take over the work and may award another party an Agreement to
complete the work under this Agreement.
9.1.6 OWNER'S right to terminate is in addition to any other remedies OWNER rnay have under the Jaw.
9.2 I~Sl'ECTION AND AUDIT
All books, papers, records, payrolls, vouchers and invoices relating to costs and expenditures incurred as to the
perfonnance of the services by the ENGINEER hereunder shall be made available to the OWNER, or their authorized
representativcs for audit and review, at the ENGINEER'S respective offices at all reasonable times during the contract
period and for three years from the date of final payment.
9.3 EMPLOYMENT
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 solcly for the ENGINEER, any fee, commission, percentage,
brokerage fee, gifts or any other considerations contingent upon or resulting from thc award or making of this Contract.
For breach or violation of this warranty, the OWNER shall have the right to annul the Contract without liability or in its
diserction to deduct from the price or consideration or otherwise recover the full amount of such fee, commiSSIOn,
pcrcentage, brokerage fee, gift or contingent fee.
All employees of the ENGINEER or other persons while engaged in the perfommnce of work or services required by the
ENGINEER shall be considered employees of the ENGINEER only and not ofthe OWNER.
9.4 NONDISCRIMINATION
Thc ENGINEER will not discriminate on the basis of race, color, religion, crecd, political ideas, sex, age, marital status,
national origin or disability in employment or provision of services. The ENGfNEER shall be subject to and comply with
Title VI of the Civil Rights Act of 1964; Section 140, Title 2, United States Code, and all regulations promulgated
thereunder.
10
. . .. ~ .
9.5 SUBLETTING OR ASSIGNING OF WORK
The ENGINEER shall not sublet or assign any of the work covered hcrcin without prior writtcn approval of thc OWNER.
9.6 STANDARD OF CARE
In providing services under this agreement, the ENGINEER will perfornl in a manner consistcnt with thc degree of care
and skill ordinarily exercised by members of the same profession currently practicing under similar circumstances. If any
service should be found to be not in conformance 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 cxpense, make such changcs, modifications or
additions to thc project which arc made necessary as a rcsult of the initial non-perfornlance or the re-perfollllance of
services. The OWNER's rights herein arc 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 Thc ENGINEER agrees to indemnify, hold hannless, 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 character, including attorney's fees, arising out of or resulting
from or in connection with the ENGINEER's negligent performance of the services specified in this
agreement. In the event the OWNER is found proportionately responsible, the ENGINEER will be held
responsible only for those damages, costs, attorney's fees, and liabilities as are attributable to the
ENGINEER's percent offault as compared with 100% of the fault giving rise to the damages.
9.7.3. The ENGINEER agrees to indemnify, hold harmless 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 character, including attorney's fees, arising out of or resulting
from or in connection with the ENGINEER's non-negligent performance of the services specificd in
this agreement. In the event the OWNER is found propOliionatcly responsible, thc ENGINEER will be
held responsible only for those damages, costs, attorney's fees, and liabilities as are attributable to the
ENGINEER's percent of fault as compared with 100% ofthe fault giving rise to the damages.
9.7.4 In an appropriate case in which attorney's fees are awarded to the OVVNER 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 of the specification of any particular
insurance coverage in this agrecmcnt.
9.7.6 The ENGINEER shall perfornl 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 extcnt that
the work shall be done in accordance with the terms, plans and spccifications. The ENGINEER shall
have and maintain complete control over all of its employees, subcontractors, agents and operations,
being responsible for any required payroll deductions and providing required benefits, such as, but not
limited to, worker's compensation with statutory limits, and unemployment insurance.
9.S INSURANCE
Thc ENGINEER shall secure and furnish to the OWNER certificate of insurance, thercin, naming the OWNER as an
additional insured, to include thirty (30) days notice of canccllation or non-renewal.
Without limiting any of ENGINEER's obligations hereunder, ENGINEER shall s\:cure and maintain, until the work is
completed and accepted by the OWNER, insurance coverage naming the OWNER as additional insured with rninimmn
insurance coverage as follows:
Type of Coverag:e Limits
Emplovers'Liability: $ 100,000. per accident
II
. , ~ ,
.
,
General Liabilitv:
Bodilv Iniurv & Propertv Damage
Single and combined $ I ,000,000. per accidcnt
Gcneral Aggregate: $ 2,000,000.
Excess Liabilitv Coverage (umbrella) $ 1.000,000. each occurrcnce
Automobile:
j30dilv Iniurv covering all $ I ,oon,non each person
Automobiles, trucks, tractors, trailers, or $ 1,000,000 each occurrence
other automotive equipment whether owned or rented by Engineer or owned by employees of Engineer.
Propertv Damage covering $ 100,000 each oee\ln"enee
all automobiles, trucks, tractors, trailers or other automotive equipment whether owned or rented by Engineer or
owned by employees of Engineer
OR
Bodilv Iniurv & Propertv $ 1.000,000 each occurrence
Damage Single and combined
In addition to the above insurance coverage, the ENGINEER shall secure secure and maintain, until the work is completcd
and accepted by the OWNER, and without naming OWNER as an additional insured, professional en'OfS and omissions
coverage as follows:
Professional Errors & Omissions: $ I ,000, Don per claim and aggregate each OCCUlTence
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 agreement are not intended or represented to be suitable
for reusc 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
independent professional associates or consultants. Files in electronic media format of text, data, graphics, or of other
types that are furnished by ENGINEER to OWNER are only for convenience of owner. Any conclusion or information
obtained or derived from such electronic files will be at the user's sole risk.
9.1] PUBLIC INFORMATION
The ENGINEER shall not issue any statements, releases or information for public dissemination without prior approval of
the OWNER.
9.1 2 PROPRIETARY RIGHTS
If patentable discoveries or inventions should result from work required herein, all rights accruing from such discoveries
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, nontransferable and
royalty-free license to use each invention in the manufacture, use and disposition, according to law, of any article or
material, and in the use of any method that may be developed as part of the work described and contemplated herein.
12
'. , . <
. .
9.13 RECORDS
The ENGINEER shall maintain accounting records and other evidence peliaining to the (;Ost incurred and to make the
records available at all reasonable times during the Contract teml and for onc (1) year from the date of final payment.
Such ac(;Ounting records and other evidence peliaining to the cost incurred will be made available for inspections by
OWNER.
9.14SUCCESSORS IN INTEREST
The covenants, agreements and all statements in this Contract apply to and shall be binding on the heirs, pcrsonal
representatives, successors and assigns of the respective parties.
9.15ATTORNEY'S FEES AND COSTS
That in the event it becomes necessary for either Party of this Contract to retain an attorney to enforce any of the terms or
conditions of this Contract or to give any notice required herein, then the prevailing Party or the PaIiy giving notice shall
be entitled to reasonable attomey's fecs and costs, including fees, salary, and costs of in-house (;Ounsel to include City
Attorney.
9.1 6 MODIFICATIONS AND AMENDMENTS
That any amendment or modification of this Contract or any provisions herein shall be made in writing or cxecuted in the
same manner as this original document and shall after execution become a part of this Contract.
In witness Whereof, the Parties hereto do make and execute this Agrcement.
CITY OF BOZEMAN, MONTANA ENTRANCO,INC.
BY~~ BY'-~(Y1.1Yl ~
(City Manager) (Branch Manager and Vice Presiden '
DATE:_Jebruar'y- 7, 2005 DATE: .:::Jf1t.J. 24-, ?.-Db~
ATTEST:
~~
BY: ..,.'
(Cler of Commission)
13
I . . . , "
,
,
EXHIBIT A
TO AGREEMENT BETWEEN OWNER AND ENGINEER FOR PROFESSIONAL SERVICES
ENGINEER'S STATUS DURING CONSTRUCTION
This Exhibit is attached to, made a part of and incorporated by refcrence with thc Agreemcnt made on ,
between CITY OF BOZEMAN (OWNER) and ENTRANCO, INC. (ENGiNEER) providing for professional
.. .
engmeenng servIces.
ARTICLE 10 - ENGINEER'S STATUS DURING CONSTRUCTION
10.1. OWNER'S REPRESENTATIVE
ENGINEER will be OWNER's representative during the construction period. Thc duties and responsibilities and the
limitations of authority of ENGINEER as OWNER's representative during construction are set forth in the Contract
Documents and shall not be extended without written conscnt of OWNER and ENGINEER.
10.2. VISITS TO THE SITE
ENGINEER will make visits to the site at intervals appropriate to the various stages of construction to observe the
progress and quality of the executed Work and to determine, in general, if the Work is proceeding in accordance
with the Contract Documents. ENGINEER will not be required to make exhaustive or continuous on-site
inspections to check the quality or quantity of the Work. ENGINEER's efforts will be directed toward providing for
OWNER's greater degree of confidence that the completed Work will conform to the Contract Documents. On the
basis of such visits and on-site observations as an experienced and qualified design professional, ENGINEER will
keep OWNER informed of the progress of the Work and will endeavor to guard OWNER against defects and
deficiencies in the Work.
10.3. PROJECT REPRESENT A TION
If OWNER and ENGINEER agree, ENGINEER will furnish a Resident Project Representative to assist ENGINEER
in observing the performance of the Work. The duties, responsibilities and limitations of authority of any such
Resident Project Representative and assistants will be as provided in EXHIBIT B, A LISTING OF THE DUTlI<~S,
RESPONSIBILITIES AND LIMITATIONS OF AUTHORITY OF THE RESIDENT PROJECT
REPRESENTATIVE.
lOA. CLARIFICA TIONS AND INTERPRET A TIONS
ENGINEER will issue with reasonable promptness such written clarifications or interpretations of thc requirements
of the Contract Documents (in the fonn of Drawings or otherwise) as ENGINEER may determine necessary, which
shall be consistent with or reasonably inferable from the overall intent of the Contract Documents. If
CONTRACTOR believes that a written clarification or interpretation justifies an increase in the Contract Price or an
extension of the Contract Time and the parties are unable to agree to the amount or extent thereof, CONTRACTOR
may make a claim therefore as provided in the General Provisions of the construction Contract Document.
10.5. AU'fHORIZED V ARIA nONS IN WORK
ENGINEER may authorize minor variations in the Work from the requirements of the Contract Documents which
do not involve an adjustment in the Contract Price or the Contract Time and arc consistent with the overall intent of
the Contract Documents. These may be accomplished by a Field Order and will be binding on OWNER, and also
on CONTRACTOR who shall perform the Work involved promptly. If CONTRACTOR believes that a Field Order
justifies an increase in tbe Contract Price or an extension of the Contract Time and the parties are unable to agree as
to the amount or extent thereof, CONTRACTOR may make a claim therefore as provided in the General Conditions
of the Construction Contract.
I
. . . '. ,
. \
,
10.6. REJECTING DEFECTIVE WORK
ENGINEER will have authority to disapprove or reject Work which ENGINEER believes to be defective, and will
also havc authority to require special inspection or testing of the Work as provided in the General Provisions of the
construction Contract Document whether or not the work is fabricated, installed, or completed.
10.7. SHOP DRAWINGS, CHANGE ORDERS AND PAYMENT
10.7.1. The ENGINEER's responsibility for Shop Drawings and samples shall comply with the shop drawing
provisions of the General Provisions of the construction Contract Document
10.7.2. The ENGINEER's responsibilities [or Change Orders shall comply with the change order provisions of
the General Provisions of the construction Contract Document.
10.7.3. The ENGINEER's responsibilities for contractor's Application for Payment shall comply with thc
payment provisions of the General Provisions of the construction Contract Document.
10.8. D.ETERMINATIONS FOR UNIT PRICES
ENGINEER will determine the actual quantities and classifications of Unit Price Work performed by
CONTRACTOR. ENGINEER will review with CONTRACTOR the ENGINEER's preliminary determinations on
such matters before rendering a written recommendation thereon (by recommendation of an Application for
Payment or otherwise) to OWNER.
10.9. DECISION ON DISPUTES
10.9.1. ENGINEER will be the initial interpreter of the requirements of the Cuntraet Documents and judge of the
acceptability of the Work thereunder. Claims, disputes and other matters relating to the acceptability of the Work or the
interpretation of the requirements of the Contract Documcnts pertaining to the perfOInlanCe and fUInishing of the Work and
claims under The General Conditions of the Construction Contract in respect of changes in thc Contract Price or Contract
Time will be referred initially to ENGINEER in writing with a request for a formal decision in accordance with this
paragraph, which ENGINEER will render in writing within a reasonahle time. Written notice of each such claim, dispute
and other matter shall be promptly repolied and copied to the OWNER.
10.9.2. When functioning as interpreter under paragraphs 10.8 and 10.9.1, ENGINEER will not show partiality to
OWNER or CONTRACTOR and wi1l not he liable in connection with any interpretation or decision rendered in good faith
in such capacity. The rendering of a decision by ENGINEER pursuant to paragraphs 10.8 and 10.9.1 with respect to any
such claim, dispute or other matter will be a condition precedent to any exercise by OWNER or CONTRACTOR of such
rights or remedies as either may othef\'I'ise have under the Contract Documents or by Laws or Regulations in respect of any
such claim, dispute or other matter.
10.10. LIMITATIONS ON ENGINEER'S RESPONSIBILITIES
10.10.1. Neither ENGINEER's authority to act under this Article or elsewhere in the Contract Documents nor any decision
made by ENGINEER in good faith cither to exercise or not exercise such authority shall give rise to any duty or
responsibility of ENGINEER to CONTRACTOR, any Sub-contractor, any Supplier, or any other person or organization
perfonning any of the Work, or to any surety for any of them.
10.10.2. Whencver in the Contract Documents the terms "as ordered", "as directed", "as required", "as allowed", "as
approved" or tenns of like effect or import are used, or the adjectives "reasonable", "suitable", "acceptable", "proper" or
"satisfactory" or adjectives of like effect or import are used to describe a requirement, direction, review or judgment of
ENGINEER as to the Work, it is intended that such requirement, direction, review or judgment will be solely to evaluate the
Work fbr compliance with the Contract Documents (unless there is a specific statement indicating otherwise). The use of
any such term or adjective shall not he effective to assign to ENGINEER any duty or authority to supervise or direct the
furnishing or perfonnance of the Work or any duty or authority to undertake responsibility contrary to thc provisions of
paragraph 4.5.3.
2
. . . , .
,.
,
EXHIB IT B
TO AGREEMENT BETWEEN OWNER AND
ENGINEER FOR PROFESSIONAL SERVICES
A LISTING OF THE DUTIES, RESPONSIBILITIES AND
LIMITATIONS OF AUTHORITY OF THE RESIDENT PROJECT REPRESENTATIVE.
This Exhibit is attached to, made a part of and incorporated by reference with the Agreement made on ___~,
between CITY OF BOZEMAN (OWNER) and ENTRANCO, INC, (ENGINEER) providing for professional
engineering services.
ARTICLE 11 - DUTIES. RESPONSIBILITIES AND LIMITATIONS OF AUTHORITY OF THE
RESIDENT PROJECT REPRESENT A TIVE
ENGINEER shall furnish a Resident Project Representative (RPR), assistants and other field staff to assist
ENGINEER in observing performance ofthe work of Contractor.
Through more extensive on-site observations ofthe work in progress and field checks of materials and equipment by
the RPR and assistants, ENGINEER shall endeavor to provide further protection for OWNER against defects and
deficiencies in the work of CONTRACTOR; but, the furnishing of such services will not make ENGINEER
responsible for or give ENGINEER control over construction means, methods, techniques, sequences or procedures
or for safety precautions or programs, or responsibility for CONTRACTOR's failure to perform the Work in
accordance with the Contract Documents and in particular the specific limitations set forth in section 4.5 of the
Agreement are applicable.
The duties and responsibilities of the RPR are limited to those of ENGINEER in this agreement and in the
construction Contract Documents, and are further limited and described as follows:
]1.1. GENERAL
RPR is ENGINEER's agent at the site, will act as directed by and under the supervision of ENGINEER, and
will confer with ENGINEER regarding RPR's actions. RPR's dealings in matters pertaining to the on-site work shall
in general be with ENGINEER 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 ENGINEER.
11.2. DUTIES AND RESPONSIBILITIES OF RPR
11.2.1. Schedules: Review the progress schedule, schedule of Shop Drawing submittals and schedule of
values prepared by CONTRACTOR and consult with ENGINEER concerning acceptability.
11.2.2. Conferences and Meetings: Attend meetings with CONTRACTOR, such as preeonstruction
conferences, progress meetings, job conferences and the project-related meetings, and prepare and circulate
copies of minutes thereof.
11.2.3. Liaison:
11.2.3.1. Serve as ENGINEER's liaison with CONTRACTOR, working principal ]y through
CONTRACTOR's superintendent and assist in understanding the intent of the Contract Documents; and
assist ENGINEER in serving as OWNER's liaison with CONTRACTOR.
11.2.3.2.Assist in obtaining from OWNER additional details or information, when required for proper
execution of the Work.
11.2.4. Shop Drawings and Samples:
] 1.2.4.1. Record date of receipt of Shop Drawings and samples.
1
I . . ) '.
, '.
t .
] ].2.4.2. Receive samples which are furnished at the site by CONTRACTOR, and notify
ENGINEER of availability of samples for examination.
11.2.4.3. Advise ENGINEER and CONTRACTOR of the commencement of any Work
requiring Shop Drawing or sample if the submittal has not been approved by
ENGINEER.
] 1.2.5. Review of Work, Rejection of Dcfective Work. Inspections and Tests:
11.2.S.1.Conduct on-site obscrvations of the Work in progress to assist ENGINEER in
determining if the Work is in general proceeding in accordancc with the Contract Documents.
11.2.5.2. Report to ENGINEER whenever RPR believes that any Work is unsatisfactory, faulty or
defective or does not conform to the Contract Documents, or has been damaged, or docs not meet
the requirements of any inspection, test or approval required to be made; and advise ENGINEER
of Work that RPR believes should be correctcd or rejected or should be uncovered for observation,
or requires special testing, inspection or approval.
11.2.S.3.Verify that tests, equipment and systems startup and operating and maintcnance training
arc conducted in the presence of appropriate persOlUlel, and the CONTRACTOR maintains
adequate records thereof; and observe, record and report to ENGINEER appropriate details
relative to the test proccdures and startup.
I1.2.S.4.Accompany visiting inspectors representing public or other agencies having jurisdiction
over the Project, record the results of these inspections and report to ENGINEER.
]] .2.6. Interpretation of Contract Documents: Report to ENGINEER when clarifications and
interpretations of the Contract Documcnts are needed and transmit to CONTRACTOR clarifications and
interpretations as issued by ENGINEER.
] 1.2.7. Modifications: Consider and evaluate CONTRACTOR's suggestions for modifications in
Drawings or Specifications and report with RPR's recommendations to ENGINEER. Transmit to
CONTRACTOR decisions as issued by ENGINEER.
] 1.2.8. Records:
]] .2.8.1. Maintain at the job site orderly files for correspondence, reports of job conferences, Shop
Drawings and samples, reproductions of original Contract Documents including all Work
Directive Changes, Addenda, Change Orders, Field Orders, additional Drawings iSSut:d
subsequent to the execution of the Contract, ENGINEER's clarifications and interpretations of the
Contract Documcnts, progress repOlts, and other Project related documents.
1l.2.8.2.Keep a detailed and accurate diary or log book, recording CONTRACTOR hours on the
job site, weather conditions, prime and subcontractor daily work force, daily log of equipment
onsite or on standby, data relative to questions of Work Directive Changes, Change Orders or
changed conditions, list of job site visitors, daily activities, decisions, observations in genera], and
specific observations in more detail as in the case of observing test procedures; and send copies to
ENGINEER.
11.2.8.3. Record names, addresses and telephonc numbers of all CONTRACTORS, subcontractors
and major suppliers of materials and equipment.
11.2.9. Reports:
1 J .2.9. ] . Furnish ENGINEER pcriodic 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.
2
l . . . . ~
l
, . 11.2.9.2. Consult with ENGINEER in advance of scheduled major tests, inspections or start of
important phases of the Work.
11.2.9.3.Drafl proposed Change Orders and Work Directive Changes, obtaining backup material
from CONTRACTOR and recommend to ENGINEER Change Orders, Work Directive Changes,
and Field Orders.
1 ) .2.9.4. Report immediately to ENGINEER and OWNER upon the OCCUlTence of any accident
11.2.10. Payment Requests: Review applications for payment with CONTRACTOR for compliance with
the established procedure for their submission and forward with recommendations to ENGINEER, 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.
11.2.11. Certificates, Maintenance and Operation Manuals: During the course of the Work, verify that
certificates, maintenance and operation manuals and other data required to be assembled and furnished by
CONTRACTOR are applicable to the items actually installed and in accordance with the Contract
Documents, and have this material delivered to ENGINEER for review and forwarding to OWNER prior to
final payment for the Work.
11.2.12. Completion:
11.2.12.1. Submit to CONTRACTOR, and ENGINEER a list of observed items requiring
completion or correction before ENGINEER may issue a Certificate of Substantial Completion.
11.2.12.2 Assess completion or correction of items noted under 11.2.12.1, advise ENGINEER on
their status, and make recommendation to Engineer regarding issuance of a Certificate of
Substantial completion.
11.2.12.3. Conduct final inspection in the company of ENGINEER, OWNER, and
CONTRACTOR and prepare a final list of items to be completed or corrected.
11.2.12.4. Observe that all items on final list have been completed or corrected and make
recommendations to ENGINEER concerning final acceptance.
11.3. LIMITATIONS OF AUTHORITY
Resident Project Representative:
11.3.1. Shall not authorize any deviation from the Contract Documents or substitution of materials or
equipments, nnless authorized by ENGINEER.
11.3.2. Shall not exceed limitations of ENGINEER's authority as set forth in tbe Agreement or thc
Contract Docuurents.
11.3.3. Shall not undertake any of the responsibilities of CONTRACTOR, su bcontractors or
CONTRACTOR's superintendent
11.3.4. Shall not advise on, issue directions relative to or assume control over any aspect of the means,
methods, techniques, sequences or procedures of construction unless such advice or directions are
specifically required by the Contract Documents.
11.3 .5. Shall not advise on, issue directions regarding or assume control over safety precautions and
programs in connection with the Work.
11.3.6. Shall not accept Shop Drawing or sample submittals from anyone other than CONTRACTOR.
11.3.7. Shall not authorize OWNER to occupy the Project in whole or in part.
11.3 .8. Shall not participate in specialized field or laboratory tests or inspections conducted by others
except as specifically authorized by ENGINEER.
3
,. . . , . ). ...
'. .
. .
EXHIBIT C
TO AGGREEMENT BETWEEN OWNER AND
ENGINEER FOR PROFESSIONAL SERVICES
This Exhibit is attached to, made a part of and incorporated by reference with the Agreement made on ,
between CITY OF BOZEMAN (OWNER) and ENTRANCO, INC, (ENGINEER) providing for professional
.. . A separate agreement betwcen ENTRANCO, INC. (ENGINEER) and BLACK AND
engmeenng servIces.
VEATCH (CONSULTANT) defines the responsibilities of the Consultant.
ARTICLE 12 PRE-DESIGN REPORT AND PRE-SELECTION SCOPE OF WORK
Thc following tasks present the pre-design and pre-selection phase services that will he provided by the Engineer
and the Consultant on this Project. Design, bidding and construction phase services will bc dcveloped latcr and a fee
negotiated at that time.
With this initial agreement, The Engineer and Consultant are authorized to proceed with Pre-design Report (PUR)
and UV Equipment Pre-selection Specifications. Authorization to complete subscquent tasks will be provided
through supplemental agreement(s) once the scopc of the Project is more fully defIned in this phase of the project
The Engineer's and Consultant's scope and fee for this phase are premised on the [ollowing facilities and objectives
being considered in the PDR:
. Installation of low pressure/high output horizontal lamp arrays, as manufactured by Wedeco or Troj an in an
open channel configuration. it is intended that the sclected UV disinfection equipment be highly effective,
reliable, self-cleaning, and economical.
. Meet ncar-term stream discharge and restricted rcuse standards.
. The existing standby power generation system for entire WWTP is inadequate.
. Provide diesel powered standby power generation for the entire WWTP, including the new UV equipment.
. Provide adequate redundancy disinfection for the UV system.
. Position the City to handle changes with minimal future expense:
)> Tightening of fecal coliform discharge and reuse standards.
)> Changing the indicator organism from fecal eoliforms to E. Coli.
\~.. Addition of other organisms as compliance requirements.
,..
. Provide a new filament control chemical, the handling and delivery system for which must be safe,
substantial, reliable, and robust.
. A backup disinfection system is not necessary unless mandated by the State.
. Meet the budget that owner establishes for the UV project.
. Reduce labor costs associated with chemical handling and safety concerns.
It is also important to recognize that technology, regulations, public perception, regional and national trends, and
events outside the Owner's control will shape what is the most appropriate way to disinfect wastewater 20 years
from now. Accordingly, flexibility will be a central theme in the PDR.
12. I. PRE-DESIGN REPORT (PDR)
The PDR will be the principal deliverable for this phase of the project. In this document, which will be comprised
of technical memoranda (TMs) and preliminary layout drawings, design requirements will he identified and
alternative solutions evaluated. Based on cost and non-economic considerations, a recommended set of
improvements will be presented to the Owner. In addition, the UV equipment will be pre-selected either through
competitive price proposals or sole-source negotiations, depending upon the type of UV equipment recommended
by Consultant or required by Owner.
12.1. 1. Kick off W orksession: The Engineer and Consultant will participate in a Kickoff Workshop with
Owner in Bozeman, Montana. Topics to be covered in this workshop will include the [olio wing:
. Team organization
I
. ,. , . ~ ...
J. , "
.
. Communication plan
. Project goals and objectives
. Good ideas from all proposals
. Pertinent State regulatory requirements
. Scope of work and delivcrables
. Prioritized data request
. Project schedule
. Preliminary table of contents for each TM
. Budget and schedule tracking
Following this and all other formal meetings, Engineer will issue minutes to all project participants within
10 working days. Consultant will review and augmcnt the minutes, as needed, beforc thcy arc issued.
12.1.2. Condition of WWTP: Using available drawings, specifications, reports, and the Kickoff Meeting
site visit, The Engineer and Consultant will assess the condition of the WWTP facilities that could be affected
by the Projcct. This includes the primary power feed to new equipment and standby power generation for the
WWTP as a whole.
12.1.3. Operation and Maintenance Assessment: The Engineer and Consultant will discuss operation and
maintenance (O&M), safety, and security strategies with Owner's staff so Engineer and Consultant have a
solid understanding regarding how the WWTP is run and the remaining useful life of equipment and facilities
that may be utilized in this Project.
12.1.4 Conceptual Alternatives:. Based on the Kickoff Meeting and initial site visit, develop the
following conceptual alternatives:
. Construct a new building and install Wedeco of Trojan self-wiping UV equipment in an open
channel format:
0 Horizontal low pressure/high output lamp arrays
. Install Wedeeo or Trojan self-wiping UV equipment within thc existing disinfection contact basin
and provide a channel-mounted cover to protect the equipment from freezing.
0 Horizontal low pressure/high output lamp arrays
12.1.5. Hypochlorite: Based on the Kickoff Meeting and initial site visit, devclop an alternative for
storing and feeding hypochlorite for activated sludge filament control.
12.1.6. Standby Power: The existing standby power facilities are inadequate and must be replaced with a
diesel-powered generator(s). The existing power distribution system will be modeled and evaluated for load
capacity, short circuit, and coordination issues. Working with City Staff, each building and process will be
evaluated to determine if standby power is needed to maintain the integrity of treatment operations or to
satisfy regulatory and code requirements. In addition to City Staff input, the principal information needed to
conduct this analysis includes existing one line diagrams, nameplate data, circuit descriptions, and circuit
distances.
Based on the above evaluation, the Engineer and Consultant will develop a alternative for upgrading the
standby power supply system for the entire WWTP. For the purpose of pricing pre-design services, it is
anticipated that (1) a new diesel generator, transfer switch, and appurtenances will be needed and (2) the
generator will be mounted outdoors in its own heated enclosure.
12.1.7. Conceptual Alternatives: For the UV disinfection and filament control alternatives carried
forward for a conceptual level evaluation, the following will be provided:
. A general description of each alternative.
. Preliminary process schematics.
. Photographs and/or manufacturer drawings that depict kcy features of the equipment under
consideration.
. Conceptual site plan drawings, showing the approximate location of existing and proposed facilities.
2
,. . . " . .. ;.. ...
"
. " .
. Conceptual level capital and annual cost opinions for making present worth economic comparisons
among the alternatives.
. A non-economic evaluation matrix that considers factors such as flexibility, reliability, automation,
safety, ease of O&M, construction sequencmg, staffing requirements, and other pertinent
considerations.
. Selection of a preferred alternative for UV disinfection and filament control based on the economic
and non-economic evaluations noted above.
12.1.8. Preliminary Design Report Content: The PDR will define, on a conceptual level, the scope,
content, schedule, and estimated construction cost of the proposed UV disinfection and hypochlorite feed
facilities, including standby power requirements for this equipment and the remainder of the WWTP as well.
This document will provide the basis for the Engineer and Consultant to provide a detailed scope and fee for
design and construction management phases.
12.1.9. Technical Memorandums Consultant to submit preliminary TMs and supporting documents to
Engineer for assembly into the draft PDR, which Engineer will augment as needed and forward to Owner and
the State of Montana for review and comment.
12.1.10. PDR Results Workshop: The Engineer and Consultant will participate in a Results Workshop at
which the Project Team will discuss the draft TMs and finalize the recommended plan that will be included in
the final PDR.
12.1.11. Final PDR: Consultant to revise the draft TMs and forward to Engineer, which will augment and
publish the final PDR and deliver the required number of copies to Owner and tbe State of Montana.
12.2. PRE-SELECTION SPECIFICATIONS
Prepare a pn:-sclection specification for the one type ofUV disinfection equipment and configuration recommended
for implementation in the PDR.
12.3 PRICE PROPOSALS
Solicit price proposals from only those UV suppliers that ean meet the specific equipment and configuration
requirements of the recommended plan.
12.4 PROGRESS MEETINGS
At the direction of Owner and Engineer, attend one other progress meeting to finalize results and plan subsequent
work efforts.
3
\
City of Bozeman, Montana
UV Disinlecl10n Project lor the WWTP -a
..
Staff-Hour and Fee Estimate I-
lor
Agreement for Consulting Services J.
(RelAsion Dale: December 27, 2004)
=-rtrarcc- I Slack ar.d VeaL.::h
PROJECT TASK SERIES STAFF.HOURS COSTS
Project B&V PrO(:. P,oj,eet Civil E ngll')e_r StructLll'al Ar~hllecl Meehanlcal Elect/1&C Cuiit)' Teehnlc.I;!l1'1: Clerical TolaLSlaff TDtallabor Experuelil I TDhl1 Fee
MelnaQer SpecE-alist E....;"', EnarllHl EtK:rineer EnQlneer Conlrol HotJrs Cool
BiJ:in:!Rll.Ie, ~1'Hr P5JKJ ~15S-'J:J S;42..0) J:XJ.(H] '!'9-:J.C(I iLC(l.(J} Si L~.OO ~L}.4.C(:o ~l...j..J_c(\ nO_I)~ ~56_00
TASK 1. PRE-DESIGN REPORT ..f;UtT I .......:U; ...
1. Kickoff Workshop 4 4 4 4 16 $2,100 .1,700 53,BOO
2. Assess Cond~ion 01 WWTP 2 4 4 4 14 $1,000 $200 $2,100
3. Cons ult with Owne r' s Staff 2 4 4 4 14 $1,900 .200 52,100
4. Develoo UV A"emat wes 2 4 8 4 4 B 8 4 42 $4,800 5500 55,300
5. Develoo Hvooch 10 r~e Alte matives 2 4 B 4 4 B 8 4 42 $4.800 5500 55,300
6. Develop Slandby Powe r Ootion 2 0 8 64 74 $9,9C{) 51,500 $11,400
7. Evaluate U V an<! Hvoo ARe ma1ives 2 8 12 12 8 42 $5,400 $500 $5,900
8. Prepare TMs lor PDR 2 8 8 B B 8 42 $4,400 $400 $4,800
9. Subm~ TMs to Enqineer/Draff PDR 8 2 4 2 , 16 $1,200 $100 $',3D0
10. Results Workshop 4 8 8 20 $2,700 $1,300 $4,000
11. P reoare Fina I T Ms/Fin al P DR 6 4 4 4 4 2 24 $2,500 53D0 $2,800 ,
12.. P reoare Pre-Se lection Soecs 2 4 32- 8 16 6 8 78 510,000 $1,000 $11,000
13. Solic~ UV Price Prooosals 2 8 8 4 22 $2,300 $200 $2,500
14. Ro utine PrOll res s Meetino s 8 8 4 20 $2,100 $1.200 $3,300
TASK 1 TOTAL 48 60 108 50 0 0 0 I 1llC 32 32 36 466 556,000 $9,600 $65.600
..
-
~
~
.
.- .
:r
Amendment No. 1 to Professional Services Agreement
For Bozeman UV Improvements
THIS AGREEMENT is made as of this I Lf f"--- day of A--1".s +- , 2006, between
THE CITY OF BOZEMAN, a Municipal Corporation, and Bozeman, Montana, herein refened to as OWNER
and Great West Engmeenng., an Engmeenng Consulting Firm of Helena, Montana, herem referred to as
ENGINEER.
WHEREAS, the parties have entered mto a Professional ServICes Agreement dated February 7,2005,
herein referred to as Original Agreement for professional engineering services for UV Wastewater
Improvements; and
WHEREAS, the parties desire to further amend the provisions of thIS Agreement to mclude the
preparation of plans and specificatIOns for demolition of the surge basin at the wastewater treatment plant.
NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS CONTAINED
HEREIN, the partIes agree as follows'
For the demohtlon of the wastewater treatment plant surge basin, the conditIOns and provisions set forth In
Article 4 3 ~ FINAL DESIGN PHASE, Article 4.4 - BIDDING AND NEGOTIATING PHASE, Article 4.5 ~
CONSTRUCTION PHASE, Article 4 6 ~ PROJECT DOCUMENTATION, Article 4 7 -CONSTRUCTION
TESTING, Article 6 - COMPENSATION FOR ENGINEERING SERVICES and attached EXHIBIT C-I
ENGINEERING FEE ESTIMATE FOR SURGE BASIN DEMOLITION and EXHlllIT D ~ HOlJRL Y RATE
FEE SCHEDULE are hereby reVised and incorporated in and made part of this Agreement.
Article 4-BASIC ENGINEERING SERVICES
Section 4 3 of the Ongmal Agreement IS amended by replacing the last sentence of thIS sectIOn as follows
The final design phase for surge hasin demolitIon will he completed and submitted within 30 calendar days
following authonzation from the OWNER to ENGINEER to proceed with that phase of services.
Section 4.7 of the Original Agreement is amended by replacing this section wlth the following:
The II1spection service shallll1clude matenal testing and verificatIOn of contract compliance wIth joh site
requirements, plans and specifications.
The ENGINEER shall provide and maintain detailed documentatIOn of the following matenal testing'
I) Embankment, trench backfill and gravel densities
Article 6 - COMPENSATION FOR ENGINEERING SERVICE
Section 6.1.1 of the Onginal Agreement is amended by adding the followll1g sentence.
The OWNER shall for wastewater treatment plant surge basin demohtion deSign phase services performed as
Basic Engmeering Services under sections 4.3 and 4.4 of tillS agreement pay a total sum in the amount of $9871
for such services Up to 90% is payable on a monthly hasis as outlined m section 6 1.3, with the relllalnder
payable upon acceptance of the final deSign hy the OWNER.
Section 6.2 of the Original Agreement is replaced wIth the following:
ConstructIOn and project documentation services performed as Basic Engineering Services under sections 4.5
through 4.7 includmg General Admll1lstratlon of Construction Contract, Resident Prolect RepresentatIOn,
Project Documentation, and ConstructIon Testll1g, shall be compensated 111 accordance with the following'
6.2. I The OWNER shall pay for Construction Phase and Project Documentation Services an amount
not to exceed $5,000" based on an hourly rate for labor and reimbursable as outlined in Exhibit D.
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 the OWNER in the actual amount of
the costs incurred up to an amount not to exceed $ 650.()()" .
6.2.3. Failed Test Expenses. The ENGINEER shall maintain and provide to the OWNER, a record of
the costs associated with failing quality control tests performed for the OWNER during the course orthe
construction of the project and recommend an amount the OWNER deduct from the contractor(s)
payments.
Except as specifically amended herein, the original agreement shall remain in full force and effect and
the Parties shall be bound by all terms and conditions therein.
IN WITNESS WHEREOF, the pm1ies hereto do make and execute this Agreement on the day and year
first above written.
Brit T. F(intenot
Clerk of Commission
C~y~~~~~~'
~
lly:
GREAT WEST ENGINEERING
By: ~ (Y). (Y1<'~J
Its: Pf{f2St~I'J(
ATTEST:
By:
2
EXHIBIT C-l
ENGINEERING FEE ESTIMATE
WASTEWATER TREATMENT PLANT
SURGE BASIN DEMOLITION
SECTIONS 4.3 AND 4.4 - DESIGN, HlDDING AND AWARD
Task Description Amount Units Rate Total
Plan Review - Quantity Determination 8 hours $ 85.00 $ 680.00
Cost Estimates 16 hours $ 85.00 $ 1 ,360.00
Report 16 hours $ 85.00 $ 1,360.00
Meet with City to Review Report, Select Alternative 2 hours $ 85.00 $ 170.00
Mileage 28 miles $ 0.48 $ 13.44
Construction Plans 24 hours $ 85.00 $ 2,040.00
Specifications 24 hours $ 85.00 $ 2,040.00
QA/QC/ Administration 3 hours $85 $ 255.00
Reproductions 1 lump $ 250.00 $ 250.00
sum
Bid Advertisement 4 hours $ 85.00 $ 340.00
Mileage 28 miles $ 0.48 $ 13.44
Pre-Bid Site Tour 3 hours $85 $ 255.00
Mileage 28 miles $ 0.48 $ 13.44
Bid Opening 2 hours $ 85.00 $ 170.00
Mileage 28 miles $ 0.48 $ 13.44
Recommendation of Award 1.5 hours $ 85.00 $ 127.50
$ 8,973.76
10% $ 897.24
Contingency
Design Total $ 9,871.00
SECTIONS 4.5, 4.6 AND 4.7 - CONSTRUCTION PHASE
Resident Project Representati vc
Project Manager
Mileage
Supplies and Expenses
As-Built Documentation
40 hours
5 hours
155 miles
L.S
5 hours
$85.00
$105.00
$ 0.48
$575.00
$425.00
$3,400.00
$525.00
$75.00
$575.00
$425.00
Construction Total
$5,000.00
3
GreatWest
engineering
EXHI BIT J)
SCHEDULE OF BiLLiNG RATES*
Hourly Rate
Clerical Support .................................................................................................................................. $ 40
Project Assistant................................. ......... ............... ..................... ............. ...... ............ ... .................... 42
Project/M arketi ng Coordinator............... ........ ................................................................................... 46
Office Manager....................................................................................................................... .................50
Engineering Intern......................................................................................................................... .........60
Construction Inspector............................. ..... ....................... ................. ..... .......................................... 74
Senior CA 0 0 Operator/Designer.... ....... ..... ....................... ...................... .......................................... 75
Engineer/T echnician i............................................................................................................................ 70
Engineer/T echnician 2........................................................................................................................... 74
Engineer/Technician 3............ .m. ............ ............ .......... ............................. ......... ................ ..................78
Senior Technician/Designer........... ...... ..m....... ....... .................................. .......................... .............. ...76
Senior H ydrogeologist ........................... ....... ................................... ............. ........................ ............ ..... 84
Senior Designer................................................................................................................ _". _...................84
Project Manager 1........ .............. ................... ........................................................................................... 85
Project Manager 2......... ......................... ......... .............................................................._ ..... ..' ............ .....86
Project Manager 3 ................................ ........... ............... ......... ............................................................... 94
Project MLmager 4 .................................................................................................................................100
Senior Project M Lmager ............................................................................... ...................................... ..105
Principal/Project Manager.... ... ............. ......... ..... ....... .......... ....... _. ......... ..... ....._._ __._.. __ __ ._... ................ .125
Reimbursable Expenses include but arc not limited to:
Auto Mileage............................................................................................................................... $. 55/mile
Outside Consultants................................................................................................................ .1.l0xcost
Re production........................................................................................................... _.................. 1.1Oxcost
Shipping &: Delivery.................................................................................................................. 1.l0xcost
Fees &: Permits ......................................._...................__.._...................................__....._.__________.....l.lOxcost
Supplies........................................................................................................................................ 1.l0xcost
Travel and Per Diem ..................................................................................................... ..........l.lOxcost
*These rates are effective] anuary 1, 2006. They are subject to update in January 2001.