HomeMy WebLinkAbout97- Morrison-Maierle Professional Services Agreement
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PROFESSIONAL SERVICES AGREEMENT
THIS IS AN AGREEMENT made as of November 6, 2000 , between THE CITY OF
BOZEMAN, a Municipal Corporation, Bozeman, Montana, 59715 (OWNER) and
Morrison-Maierle, Inc., P.O. Box 1113, Bozeman, Montana, 59771-1113 (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 make improvements to the Burrup Lift Station, 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 perfonn 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:
The conditions and provisions set forth in the attached EXHIBIT A, ENGINEER'S STATUS
DURING CONSTRUCTION, and EXHIBIT B, A LISTING OF THE DUTIES,
RESPONSIBILITIES AND LIMITATION OF AUTHORITY OF THE RESIDENT PROJECT
REPRESENTATNE, are hereby incorporated in and made part of this Agreement.
ARTICLE 1 - ENGINEERING SERVICES
1.1. The detailed description of the specific project components is described as follows:
Provide Engineering Services for improvements to the Burrup Lift Station. Engineer shall provide a report in
"letter form" to recommend upgrades with respect to the EI(;ctrical Control and Alarm Systems, Enclosure,
Auxiliary Power, Pumps and Piping, and Ventilation, The Engineer will meet with the OWNER to discuss the
letter and assist the OWNER in selecting improvements to be implemented. The Engineer shall provide design,
construction administration, observation and testing services for those improvements selected for implementation
by the City of Bozeman.
1.2_ The scope of services under this contract arc set fmih in this 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 applies as hercinaftcr 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
fUll1ishing customary civil and structural engineering services incidental thereto.
2.2. The ENGINEER shall fUll1ish 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.
2.3. The ENGINEER shall ascertain such inf0ll11ation as may have a bearing on the work from local units ofgovemment,
public, and private organizations and shall be authorized to procure information from other authorities as to the extent oCthese
contacts and the results thereof.
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2-4. The ENGINEER'S work shall be in accordance with the standards of sound engineering practices.
2.5. The ENGINEER shall name a Principal-In-Charge for the duration of the project. The Principal-In-Charge shall be
Jack Schunke, P.E,.
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 Greg Stratton, P.E. The OWNER may name a Task Director who would be the liaison between
the ENGINEER and the OWNER during the design segmt:nt 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 'rask Director who shall be the haison between the ENGINEER and the OWNER during
DESIGN segment of the Project. The Task Director designated shall be Bob MUTTay, P.E.
3.2 The OWNER shall have the right ofrevit:w and examination of the ENGINEER'S work at all times.
3.3 The OWNER shall make available all records (as-built drawings, construction records, t:te.) indicating the existing
configuration of the eity uti Iities.
3-4 TIle 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 eompktion 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 ddine OWNER's requirements 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 havingjurisdiction to approve the design of
the Project and participate in consultations with such authorities.
4.1.4. Provide analyses of the BUTTUP Lift Station identifying the condition of and recommending potential
upgrades to: Electrical Controls and alarm Systems, Enclosure, Auxiliary Power, Pumps and Piping, and Ventilation.
4.1.5. Prepare a short "letter fonn" engineering report describing potential upgrades to the lift station and sdting
forth ENGINEER'S findings and recommendations. This Report will ineludcthe ENGINEER'S opinion of probable
construction costs for the project. The report for this project will be presented in letter fonn providing a list of
potential upgrades to the aspects of the lift station described in 4.1-4.
4.1.6 Consult with OWNER to discuss the finding of the report and assist the OWNER in selecting improvements
for implementation.
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The Pre-dcsign Investigation Phase will be completed and submitted within 30 calendar days following written authorization
from OWNER to ENGINEER to proceed with that phase of services.
4.2 PRELIMINARY DESIGN PHASE
^ fter acceptance of the pre-c!t:si&'" report and receipt of written authorization to proceed with the Preliminary Design Phase,
ENGINEER shall:
4.2.1. In consultation with OWNER detennine general scope, extent and character of the Project
4.2.2. ENGINEER shall then prepare a preliminary design letter, and preliminary plans and specifications forthe
Project.
4.2.3. Preliminary De~ign Letter: Specific items to be addressed in the design letter 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. Special design considerations for Project tasks with conditions not covered in standard
construction methods or specitkations.
4.2.4. Dcsign and Construqtion Site Inspection: The ENGINEER shall conduct a on-site design inspection ofthe
project areas, as ncccssary, for locating existing utilities (such as gas, power, telephone, TV cablcs, watcr and sewer
lincs, ilTigation facilities, fences, and approach driveways), and making measured drawings of or investigating
conditions of existing facilities.
4_2.5. relmits and Rights-of-Way: The ENGINEER shall review existing easement agreements to detennine if
adcquate right-or.way is available for the construction activities. Information ami easement descriptions provided in
the Basic Engineering Services will be based on data available from cOlllthouse records.
4.2.6. rr~ljminarv Plans and Specifications. Prepare preliminary construction plans and specifications with
information which addresses the special features of each project task.
4.2.7. Based on the infonnation contained in the preliminary design documents, ENGINEER will submit a revised
opinion of probable Construction Costs to the OWNER.
4.2.8. ENGINEER shall prepare and furnish five (5) 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 permits or approval from authorities
havingjurisdietion to review and approve the design, and assist owner in securing such approvals; and, ifnecessary,
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 the final plans and specifications.
The Preliminary Design Phase will be completed and submitted within 30 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:
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4.3.1. On thc basis of th~ accepted Preliminary Design documents and the revised opinion of probable
Const,uction Costs, p,epare for incorporationin thc Contract Documcnts final drawings and Tcchnical Spccifications
of sufficicnt detail to show the geneoal scope, extent and detailed chmacter of the work to be furnished and
performcd by thc Contractor(s) suitable for use in the project bidding and constmction.
4.3.2. Advisc OWN ER of any adjustments to the latest opinion ofpmbable Constmction Costs caused by changes
in general scope, extent or charactcr or design requirements of the Project 0, Construction Costs. Fumish to
OWNER a ,evised opinion of probablc Construction Costs bascd on thc Drawings and Spccifications.
4.3-3. Prepare for revicw and approval by OWNER, its legal counsel and oth~r advisors, contract agrccmcnt
forms, gcncral conditions and supplementmy conditions, and (where appropriate) bid fonns, invitations to bid and
instructions to bidders, special provisions, technical specifications, and standard drawings, and otherrelated contract
documents in conformancc with the latest edition of the Montana Public WOTks Standard Specifications (MPWSS)
and City of Bozeman Modifications to MPWSS adopted by the City of Lkveman.
4.3.4. Furnish OWNER six copics of thc Contract Documents (including dcsign drawings, spccifications and
contracts).
The Final Phasc will bc complete and submitted within 30 calendar days following written authorization from OWNER to
ENGINEER to proceed with that phasc of services.
4.4 BIDDING OR NEGOTIATING PHASE
Ane, writt~n autho,ization to pmceed with thc Bidding or Ncgotiating Phasc, ENGINEER shall:
4.4. I. Assist OWN ER in advertising for and obtaining bids or negotiating pmposals for construction eontract( s)
and record pmspcctivc biddcrs to whom Bidding Documents hav~ been issued, r~ceive and proc~ss deposits for
Bidding Documents and conduct prc-bid confcrcnees.
4.4.2. Provide interpretation or clarification to prospective bidders regarding the Bidding Documents, and issue
addenda as appropriate.
4.4.3. Consult with and advise OWNER as to the acceptability ofthe p,ime contractor, subcontractors, suppliers
and other persons and organizations proposed by the prime contractor(s) (herein call "Contractor(s)") for thosc
pOliions orthe work as to which such acceptability is required by the Bidding Documents.
4.4.4. Consult with OWNER conceming and determine the acceptability of substitute materials and equipment
propos cd by Contractor( s) when substitution prior to the award of contracts is allowed by the Bidding Documents.
4.4.5. Attend the Bid opening, prcparc bid tabulation, cvaluatc bids, asscss bidders' responsiveness and
responsibility and make award ,ecommendation to OWNER.
4.4.6 Facilitate contract award, and the execution and distribution of the contract documents for construction,
materials, cquipment and services. Furnish Owner two original signature sets of executed contract documents
(including design drawings, specifications and contracts). Fumish contractor with one set of original signaturc
executed contract documents and up to three sets of construction documents.
4.5 CONSTRUCTION PHASE
The ,esponsibilities of the ENGINEER during the Construction Phase arc summarized as follows:
4.5.1.
Gcncral Administration of Con structi on Contract. ENGTNEER shall consult with and advise OWNER and
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act as OWNER'S representativc as providcd 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 ofthc contract documents. The extcnt and limitations of the authority, duties, and responsibilities of the
ENGINEER on the construction job site as assigned here-in shall not be modificd cxcept as thc ENGINEER may
othcrwisc agrcc in writing_ All of OWNER's instruction to Contractor(s) will be issued through ENGINEER who
will have authority to act on behalf of OWNER to the extent providcd in thc Gcncral Conditions except as otherwisc
provided in writing.
In addition to thc scrvices provided under Artiele 10 (Exhibit A) thc ENGINEER shall provide the following services
during construction:
4.5.1.1 Schedule and conduct a pre-construction confcrcncc.
4.5.1.2 Provide personnel, equipment and supplies for construction layout.
4.5. 1.3 Review Contractors' construction schedules and operations.
4.5.1.4 Ascertain that the Contractor has sccurcd required permits needed to acconlplish his work.
4.5.1.5 Preparc and provide weekly activity and progress reports to the City's Task Dircctor.
4.5. 1.6 ENGINEER shall providc OWNER copies of all cOITespondence between the ENGINEER and
Contractor.
4.5.1.7 Issue stop and rcsume work orders, in whole or in part, when work is not or cannot be performed
in accordance with the Contract Documcnts.
4.5.1.8 Rcvicw and approve, for conformance with the project technical spccifications all shop drawings,
and other Contractor submittals required by the Contract Documents_
4.5.1.9 During construction rcvicw Contractors' construction schedules and evaluate conformance and
progress undcr the Contract time provisions.
4.5.1. I 0 Prepare for OWNER'S approval any plan and specification changes which due to any initial
design or engincering deficiencies are required to complete the projcct original dcsign conecpt.
4.5.1.11 Inspect the project and when appropriate, and after conferring with OWNER, issue a Cettificate of
Substantial Completion to the Contractor.
4.5.1.12 Prior to recommending final paymcnt, schedule and conduct with the OWNER a final project
inspection and submit a report to the OWNER documenting any outstanding items or deficicncics requiring
correction prior to final payment. Upon satisfactory project completion ENGINEER shall certify in writing
to thc OWNER, and any required regulatory agencics, that thc construction was completed in accordancc
with the approvcd plans and specifications and is performing in accordance with thc dcsign conccpt.
4.5.1.13 Eleven months after project substantial complction schcdule and conduct with the Owner a One
Year Warranty Inspection of the project and advise the owner in writing whcther projcct deflciencics exist
and if the project is pcrforming in accordance with the design concept.
4.5.2. Rcsident Proiect Representative. ENGINEER shall providc a qualified Resident Project Representative at
thc job site to provide observation of the work as provided in EXHIBIT B - A LISTING OF THE DUTIES,
RESPONS18ILITIES AND LIMITATIONS OF AUTHORITY OF THE RESIDENT PRO.IECT
REPRESENTATIVE., attached to and made part of this Agrecmcnt.
The ENGINEER shall submit to the OWNER, for review and acceptance, the resume of each Resident Project
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Rcprcscntative who may be assigned to thc job sitc during thc coursc of the Project not less than 10 calendar days
prior to the pre-construction meeting_ Any subsequent change in the resident rcprcsentativc shall also bc subject to
the OWNER'S approval.
4.5.3 Limitations ofResQQnsibilities. ENGINEER will not be responsible for CONTRACTOR's means, methods,
techniques, sequenccs or procedures of construction, or the safety precautions and programs incident thereto, and
ENGINEER will not be responsiblc for CONTRACTOR's failure to perfonn or furnish the Work in accordance with
the Contract Documents; however, nothing contained in this agreement shall bc construed to releasc ENGINEER
from liability for failure to properly perfornl duties and responsibilities assumed by ENGINEER in the Contract
Documents.
4.6. PROJECT DOCUMENTATION
ENGINEER shall furnish OWNER with (a) one mylar copy and two paper copies of the Project Record Drawings ("As-
Builts"), (b) written monthly progress rcports, and (c) a project notebook containing such correspondence and documentation
as requcstcd by OWNER.
4.7. CONSTRUCTION TESTING
The inspection services shall inelude material testing and verif1cation 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, trcnch backfill, and gravel and pavemcnt densitics
3) Aggregate gradations
4) Plant mix strength, flow and asphalt content
ARTICLE 5 - ADDITIONAL 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 perfoml or obtain from others sueh services and will be paid therefor as
providcd in the Agreement:
5.1.1.
Legal land survcys perfonned to obtain data for preparing easements and rights-of-way descriptions.
5. I .2. Preparation of applications and supp0l1ing documcnts for govcrnmcntal ageneics in addition to those
rcquircd undcr Basic Services; preparation or review of environmental studies and related services; and assistance in
obtaining environmcntal approvals.
5. I .3. Scrvices resulting from significant changes in the general scope, extent or character ofthe Project or major
changes in documentation previously accepted by OWNER where changes are due to causes beyond ENGINEER's
control.
5. 1.4.
Pro vi din g ren deri n gs or model s.
5.1.5.
work.
Preparing documents fOT alternate bids requested by OWNER for work not executed or for out-of-sequence
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5.1.6. Providing other services not otherwise provided for in the Agreement, including services nonnally
fumished by the OWNER as elsewhcrc hcrcin dcscribcd.
5.1.7.
Fumishing the services ofindcpcndcnt profcssional associatcs or consultants for other than Uasic Scrviccs.
5.2. When required by the Contract Documents in circunlstances beyond ENGINEER's control, ENGINEER shall perfoml
or obtain from others any of the following Additional Scrviccs as circumstanccs require during construction and without
waiting for specific instructions from OWNER, and ENGINEER will be paid therefor as provided in this Agreement:
5.2.1. Services in connection with work dircctivc changcs and changc orders to reflcct the changcs rcqucstcd by
OWN ER if thc rcsulting 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 Contractor(s); services after the award of each contract in evaluating and determining thc
acceptability of an unreasonable or excessive number of substitutions proposed by Contractor; and cvaluating 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 result of
materials, cquipment or energy shOliages.
5.2A. Additional or extended services during construction made necessary by (I) 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 nomlal working hours, (4) default by any Contractor.
ARTICLE 6 - COMPENSATION FOR ENGINEERING SERVICE
6.1 LUMP SUM PAYMENT FOR DESIGN SERVICES ANn EXPENSES OF ENGINEER
6.1.1 Thc OWNER shall pay for design phase services performed as Basic Engineering Services under sections
4.1 through 4A of this agreement a lump sum in thc amount of $6,250 for such scrvices.
6.1.2 Payment Schcdule. Total cumulative payments for the design phase engineering services (sections 4.1
through 4A) shall not exceed the following ceilings:
$625 (10 'Yo of design fee) until the Pre~design Investigation and Preliminary Design Report have been submitted to
the OWNER.
$3,125 (50% of design fee) until the Preliminary Plans and Specifications have been submitted to the OWNER and
review authorities.
$5,625 (90% of design fee) until the Final Plans and Specifications have been submitted to the OWNER and review
authorities.
6.1.3 <:Jeneral. Engineer shall submit monthly statements for services rendered. The statements shall be based
upon Engineer's estimate of the propOliion of the total services actually completed at the time of billing, subject to
any limitations on Payments based on completion of tasks or specific retainage requirements pursuant to the payment
provisions of the Agreement.
6.IA Reimbursable Expenses. Only those expenses speciti call y identified for payment under section 6.2 ofthis
Agreement are reimbursable. All other design related expenses arc included in the Lump Sum Payment for the Basic
services (4.1 through 4A) and are not separately reimbursable. Additional Services specifically identified under the
scope of design services for payment under 6.1 are not separately reimbursable.
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6.2 DIRECT LABOR COST PAYMENT FOR BASIC SERVICES AND EXPENSES OF ENGINEER.
Construction and project documentation scrvices perfomled as Basic Engineering Services under sections 4.5 through 4.7
including Gcncral Administration of Construction Contract, Resident Project Representation, Project Documentation, and
Construction Testing, shall bc compcnsated in accordance with the following:
6.2.1 The OWNER shall pay for Construction Phase and Project Documcntation Services an amount not to
exceed $2,550 exccpt as provided under 6.2.1 .2 and 6.2.4.
6.2.1.1 Costs CompenSati9.!1. Compensation for these services shall he hased on the ENGINEER's Direct
Labor Cost times a factor of 3.0 for services rendered which shall cover Direct Labor, Dircct Labor
Overhead, General & Administrativc Ovcrhcad and Profit.
6.2. 1.2 Noti Cication" At any time during the construction that it becomes apparent that the Construction
Phasc and Project Documentation Services rendered under this Agreement will exceed the negotiated
compcnsation for these services, and prior to perfonning 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 pro!:,'Tess of the project work. ENGINEER shall obtain written authorization
from OWNER, prior to any additional costs being incurred under paragraph 6.2.1.3. (fit is determined that
due to a change in project scope under paragraph 5.2. I, the ENGINEER is entitled to additional
compensation, OWNER. and ENGINEER may negotiate tenns 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 Com~nsation. Except as allowed under 5.2.1, when the total cost of
the original scope Construction Phase and Project Documentation Services exceeds the negotiated
compensation for these services, thc OWNER shall pay only for thc direct costs incurred in excess of the
cstimated compensation. These costs consist of an amount equal to the ENGINEER'S Direct Labor Cost
times a factor of2.6 I for scrvices rendered which shall include Direct Labor, thc fedcrally auditcd payroll
Dircct 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 ofthis Agreement for Basic Services, are included with
the fees established under 6.1 and 6.2. Rcimbursablc Expcnscs for Additional Scrvices will bc negotiated as part of
the compensation for these services.
6.2.3. Failed Test Expenses. The ENGINEER shall maintain and provide to the OWNER, a record of the costs
associatcd with failing quality control tests performed for the OWNER during the course of the construction of the
project and recommend an amount the OWNER deduct from the contraetor(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 Labor Costs times a factor of 3.0, 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 term "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.
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7.2 CONSTRllCTION COSTS
The l:onstruction cost ofthe entire Projcct (hcrein referred to as "Constnll:tion Cost") means the total l:Ost to OWNER ofthose
portions of the entire Projed designed and specified by ENGINEER, but it will not inelude ENGINEER's compensation and
expenses, the cost of land, rights-of-way, or l:ompensation for or damages to, properties unless this Ab'Teement so speci fies, nor
will it include OWNER's legal, accounting, insurance counscling or auditing scrviecs, or intcrcst and financing chargcs
incurred in conncction with the PTOjcd 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 the Project, ineluding, but not limited to, engineers, arl:hitccts, surveyors, designers, drafttTs, spel:ifil:ation wliters,
estimators, other technical and business pcrsonnel; but docs not inelude indirect payroll related costs or fringe benefits. Forthc
purposes of this Agreement the principals and cmployccs ofthc ENGINEER maximum billablc Dircct Labor Costs are:
Principals
Project Manager
Scnior Enginccr
Staff Engineer
Senior Technicians
CADD Drafter
Tcchnicians
Construction Inspcctor
Two Person Survey Crew
Clerical
7.4 REIMBURSABLE EXPENSES
$38.00/hour
$26.33/hour
$24.33/hour
$19_00/hour
$18.66/hour
$15.00/hour
$15.00/hour
$15.00/hour
$32.00/hour
$12.33/hour
Reimbursable Expenses mean the actual expenscs ineurrcd by ENGINEER or ENGINEER's indcpendcnt professional
associates or consultants dircctly 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 Projcct Rcprcscntativcs and
their assistants; toll telcphone calls and telegrams; reproduction of reports, Drawings, Specifications, Bidding Documents and
similar Project-related items; and if authorized in advance by OWNER, overtime work requiring higher than regular rates. In
addition, when l:Ompensation for Basic Services is on the basis of Direct Labor Costs method of payment, Reimbursable
Expenses will also inelude the amount billed to ENGINEER by special consultants employed by ENGINEER and authori~ed
by OWNER (other than as an authorized Additional Services) and will also include expenses inwrred for computer time and
other specialized equipment, including an appropriatel:harge for previously established programs and expenses of
photographic production techniques.
ARTICLE 8 - PAYMENT PROVISIONS
8. I TIMES OF PAYMENTS. ENGINEER may submit monthly statements for Basic Services and approved Additional
Services rendered and for Reimbursable Expenses inwrred; however, payments shall not exceed the ceilings provided in 6. I
and 6.2. Final payment shall be made only after acceptance ofthe project by the OWNER. ffOWNER 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 laborrates and billed rates, detail ofreimbursable l:osts, total period billing, and total
cumulative billing. When requested by OWNER services for distinct project segments shall be accounted and billed
separately.
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8.3 PAYMENT UNDER TERM INATION. In the event oftennination by the OWNER upon the completion of any phase
of the Basic Services, progress payments due ENGINEER for services rendercd through such phasc shall constitute total
payment for such services. In the event of such temlination by OWNER during any phase of the Rasic 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 the payment provisions
of the Agreement. In the event of any such tennination, ENGINEER will be paid for unpaid pre-approved Additiona] Services
and unpaid Reimbursable Expenses which arc authorized under this agreement.
ARTICLE 9 - GENERAL CONSIDERATIONS
9.1 TERMINATION OF AGREEMENT
9.].] The sole right is hereby reserved to the OWNER to terminate 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 termination for default is effected by the OWNER, an equitable adjustment in the price provided fllr in
this Agreement shall be made, but (1) no amount shall be allowed for anticipated profit on unperfomled 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 of the ENGINEER's default. Iftennination for convenience is effected by
the OWNER, the equitable adjustment shall include a reasonable profit, as determined by owner, for services or other
work perfolllled. The equitable adjustment for any termination shall provide for payment to the ENGINEER for
services rendered and expenses incurred prior to the termination, in addition to temlination settlement costs
reasonably incurred by the ENGINEER relating to commitments which had become fiml prior to the tennination.
9.].3 Upon receipt ofa temlination action under paragraph 9.1.2, the ENGINEER shal] (I) promptly discontinue
all affected work (unless the notice directs otherwise), and (2) deliver or otherwise make (ivailable to the OWNER
within ten (10) days copies of all data, design drawings, specifications, repOlis, estimates, summaries and such other
information and materials as may have been accumulated by the ENGINEER in performing this Agreement, whether
completed or in process.
9.1.4 In the event this Contract is tcnninated 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 be delivered to and become the property of the OWNER.
9.1.5 Upon termination, the OWNER may take over the work and may award another pmiy an Agreement to
complete the work under this Agreement.
9.1.6 OWNER'S right to tenninate is in addition to any other remedies OWNER may have under the law.
9.2 INSPECTION AND AUDIT
All books, papers, records, payrolls, vouchers and invoices relating to costs and expenditures incurred as to the performance of
the services by the ENGINEER hereunder shall be made available to the OWNER, or their authori/ed representatives 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 tlde 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 the ENGINEER, any fee, commission, percentage, brokerage fee,
gifts or any other considerations contingent upon or resulting fTOm the award or making of this Contract. For breach or
violation ofthis warranty, the OWNER shall have the right to annul the Contract without liability or in its discretion to deduct
from the price or consideration or otherwise recover the full amount of such fee, commission, percentage, brokerage fee, gift or
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contingent fee.
All employees of the ENGINEER or othcr pcrsons while cngagcd in thc pcrformancc of work or scrviccs rcquircd by thc
ENGINEER shall be considered employees of the ENGINEER only and not of the OWNER.
9.4 NONDISCRIMINATION
The ENGIN EER will not discriminate on thc basis of racc, color, rcligion, crccd, political idcas, scx, agc, marital status,
national origin or disability in employment or provision of services. 1l1e ENGINEER shall be subject to and comply with Title
VI of the Civil Rights Act of 1964; Section 140, Title 2, Unitcd States Code, and all rcgulations promulgated thcreunder.
9.5 SUBLETTING OR ASSIGNING OF WORK
1l1e ENGINEER shall not sublet or assign any of the work eovcred herein without prim written approval of the OWNER.
9.6 STANDARD OF CARE
ENGINEER warrants that it will provide its services in accordance with the standards of care, skill, knowledge, and diligence
normally excrcised by a professional engineer in the pert()Tmance of such engineering services. If any such service should be
discovered to be not in eonformancc with this standard, the ENGINEER shall, at the OWNER'S requcst, re-perfonn the servicc
at its own expense. Engineer shall also, at its own expense, make such changes, modifications or additions to the project which
arc made necessary as a rcsult of the initial nonperformance or the re-performance of services. 1l1e OWNER's rights herein are
in addition to any other remedies thc OWNER may have under the law.
9.7 LEGAL RELATIONS
The ENGINEER shall comply with all Federal, State, and Local laws and ordinances applicable to the work to bc done.
1l1e ENGINEER agrees to release, indemnify and hold hannless OWNER, its officers, directors, agents and employecs from
and against any suit, cause of action, claim, cost, expenses, obligation, and liability of any character, including attomey's fees,
which are brought or assclted for any injury, dcath, or physical damage to property received or sustained by any person,
persons, property, business or any other entity, arising out of or resulting from, or in connection with the negligent perfonnance
ofthe work specified in this agreement.
ENGINEER agrees to defend the OWNER, its officers, directors, agcnts and employccs, should OWNER, its oftlcers,
directors, agents or employees be named as a defendant in any actions concerning the negligent perfonnance of the work herein
dcscribcd. Thc obligations of the ENGINEER to release, defend, indemnify and hold harnl1ess CITY will apply to any suit,
causc of action, claim, cost or obligation including, without limitation, those alleged under the common Jawor pursuant to a
federal or state statute or regulation such as thosc arising in tort, trespass, nuisance, and strict liability.
In thc cvcnt thc OWNER is found proportionately responsible, the ENGINEER will be held responsible for only those
damages, costs or liabilities as are attributablc to thc ENGINEER'S pcrccnt offault as comparcd with I OO'Yo ofthc fault giving
rise to the damages. The indemnity required herein shall not be limited by reason of the specification of any particular
insurancc covcragc in this Agrccmcnt.
Should either OWNER or ENGINEER be held rcsponsible for any damagcs, costs or liabilitics rcsulting from an intentional act
by an officer, director, agent or employee in connection with the work specified in this agrccment, then in that event, that party
shall release, indemnify and hold hannless the other as to any damages, costs or liabilities that result from or arise out of that
intcntional act including reasonable attomey's fees and costs which shall include costs and salary ofthe city attorney or other
in-house counsel. Further, notwithstanding thc obligations sct forth in paragraphs a and b abovc, thc ENGINEER agrces to
dcfcnd OWNER against all allegations of intentional acts. However, should the OWNER be found responsible due to an
intentional act by its officer, director, agent or cmploycc, thcn in that cvcnt OWNER agrccs to reimbursc ENGINEER for
rcasonable attorney's fecs and costs incurred in that defense.
The ENGINEER shall perfonn this agreement as an independent contractor, and as such, is responsible to the OWNER onlyas
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to the results to be obtained in the work herein specified, and to the extent that the work shall be done in accordance with 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 required payroll deductions and providing required benefits,
such as, but not limited to, worker's compensation with statutory limits, and unemployment insurance.
9.8 INSURANCE
The ENGINEER shall secure and furnish to the OWNER certificate of insurance, therein, naming the OWNER as an additional
insured, 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 with minimum
insurance coverage as follows:
Type of Coverage
Emplovers' Liability:
G~.!l_t':!_~!J,i~hj]i!y:.
Bodily Iniury & Property
Damage Single and combined
Auto11JgJ?iJ~.:
Uodily Iniury covering all
automobiles, trucks,
tractors, trail ers, or
other automotive equip-
ment whether owned or
rented by Engineer or
owned by employees of
Engineer.
Property Damage covering
all automobiles, trucks,
tractors, trailers or other
automotive equipment whether
owned or rented by Engineer
or owned by employees of
Engineer
OR
Bodily Iniury & Property
Damage Single and combined
Limits
$_J()QDOO per accident
~L.PQ.Q,Q.QQ per accident
$_2QQ,QOQ each person
$ I ,000,000 each occurrence
$ 500,000 each occurrence
.1.~Q_Qj.Q.QQ each occurrence
In addition to the above insurance coverage, the ENGINEER shall secure and maintain, until the work is completed and
accepted by the OWN ER, and without naming OWNER as an additional insured Professional Errors and Omissions insurance
coverage as follows:
Professional Errors & Omission:
Profea!:i Se:r'v ASj:[" (:(:
$ 1,000,000 per claim and
agf,'Tegate each occurrence
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9_9 ENDORSEMENT
The ENGINEER shall place his endorsement on all drawings and other data furnished by him.
9.10 OWNERSHIP OF DOCUMENTS
All schedules, data, exhibits, recommendations, design reports, plans, specifications, and other related documents prepared or
obtained under the terms of the Contract are deemed to be the property of the OWNER and shall be del ivered to the OWNER_
9.11 PUBLIC INFORMATION
The ENGINEER shall not issue any statements, releases or information for public dissemination without prior approval of the
OWNER.
9.12 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 usc each invention in the manufacture, use and disposition, according to law, of any altic\c or material, 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 evidence 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 offinal payment. Such accounting
records and other evidence pertaining to the cost incurred will be made available for inspections by OWNER.
9.14 SUCCESSORS IN INTEREST
.nle covenants, agreements and all statements in this Contract apply to and shall be binding on the heirs, personal
representatives, successors and assigns of the respective parties.
9.15 ATTORNEY'S FEES AND COSTS
111at in the event it becomes necessary for either Party of this Contract to retain an attorney to enforce any of the terms or
conditions ofthis Contract or to give any notice required herein, then the prevailing Party or the Party giving notice shall be
entitled to reasonable attorney's fees and costs, including fees, salary, and costs of in-house counsel to inelude 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 executed in the same
manner as this original document and shall after execution become a part of this Contract.
E. IENGINEERIFORMSILegallProfess Serv Agree_ wpd
Profess Sc~v Agree
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In witness Whereof, the Parties hereto do make and execute this Agreement.
CITY OF BOZEMAN, MONT ANA
BY: -\--- \
'.,
(City Manager)
ENGINEER
Byj~e~~L--
DATE: November 6, 2000
DATE:~C?> 100
ATTEST:
By:(2~;Z ~
(Clerk of Commission)
APPROV~ TO
BY:___.__~
(City Attorney
P:r:ofess SeI:V AqL"ee
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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 reference with the Agreement made on
between CITY OF BOZEMAN (OWNER) and Morrison-Maierle, 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_ The duties and responsibilities and the
limitations of authority of ENGINEER as OWNER's representative during construction arc set forth in the Contract
Documents and shall not be extended without written consent of OWNER and ENGINEER.
10.2. VISITS TO l'HE SITE
ENGINEER will make visits to the site at intervals appropriate to the various stages of const11lction to observe the
progress and quality ofthe executed Work and to detemune, in general, ifthe 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 ofthe Work. ENGINEER's efforts will be directed toward providing t(lr OWNER's greater degree of
confidence that the completed Work will confonn 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 infonned of the
progress of the Work and will endeavor to guard OWNER against defects and deficiencies in the Work.
10.3. PROJECT REPRESENTATION
If OWNER and ENGINEER agree, ENGINEER will fumish a Resident Project Representative to assist ENGINEER in
observing the perfOlmance 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 DUTIES,
RESPONSIBILITIES AND LIMITATIONS OF AUTHORITY OF THE RESIDENT PROJECT
REPRESENTATIVE.
lOA. CLARIFICATIONS AND INTERPRETATIONS
ENGINEER will issue with reasonable promptness such written clarifications or interpretations ofthe requirements ofthe
Contract Documents (in the form of Drawings or otherwise) as ENGINEER may determine necessary, which shall be
consistent with or reasonably inferable from the overall intent ofthe Contract Documents. If CONTRACTOR believes
that a written clarification or interpretation justifies an increase in the Contract Price or an extension ofthe Contract Time
and the parties are unable to agree to the amount or extent thereof: CONTRACTOR may make a claim therefor as
provided in the General Provisions of the const11lction Contract Document.
10.5. AUTHORIZED VAlUATIONS IN WORK
ENGINEER may authorize minor variations in the Work from the requirements of the Contract Documents which do not
involve an adj ustment in the Contract Price or the Contract Time and are consistent with the overall intent ofthe Contract
Documents. These may be accomplished by a Field Order and will be binding on OWNER, and also on CONTRACTOR
Profess Serv Agree
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who shall perform the Work involved promptly. If CONTRACTOR believes that a Field Order justifies an increase in
the 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 therefor as provided in the General Conditions ofthe Construction Contract.
10.6. REJECTING DEFECTIVE WORK
ENGINEER will have authority to disapprove or reject Work which ENGINEER believes to be defective, and will also
have authority to require special inspection or testing of the Work as provided in the General Provisions of the
const11lction 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 ofthe General Provisions of the construction Contract Document
10.7.2. The ENGINEER's responsibilities for Change Orders shall comply with the change order provisions ofthe
General Provisions ofthe construction Contract Document.
10.7.3. 'I"he ENG INEER's responsibilities for contractor's Application for Payment shall comply with the payment
provisions of the General Provisions of the construction Contract Document.
10.8. DETERMINATIONS FOR UNIT PRICES
ENGINEER will deternune the actual quantities and classifications of Unit Price Work perfornled by CONTRACTOR.
ENGINEER will review with CONTRACTOR the ENGINEER's preliminary determinations on such matters before
rendering a written reconUTIendation thereon (by recommendation of an Application for Payment or otherwise) to
OWNER.
10.9. I)!<:CISION ON mSPUTES
10_9_ L ENGINEER will bc the initial interpreter ofthe rcquircments of the Contract Documcnts and judgc of the acceptability
ofthc Work thereundcr. Claims, disputcs and other matters relating to thc aeccptability of the Work or the interpretation of the
rcquircmcnts ofthc Contract Documcnts pertaining to thc perfomlance and tumishing ofthe Work and claims under Thc General
Conditions ofthe Construction Contract in rcspcct of changes in the Contract Price or Contract Timc will be referrcd initially to
ENGINEER in writing with a request fl.)r a formal decision in accordance with this paragraph, which ENGINEER will rcnder in
writing within a rcasonable time. Written notice of each such claim, dispute and other matter shall be promptly reported and
copied to the OWNER.
10.9.2, Whcn functioning as intcrpreter under paragraphs 108 and 1091, ENGINEER will not show partiality to OWNER or
CONTRACTOR and will not be liable in connection with any interprctation 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 precedcnt to any exercise by OWNER or CONTRACTOR of such rights or remedies as either
may otherwise have under the Contract Doeumcnts or by Laws or Regulations in respect of any such claim, dispute or other
mattcr_
10.10. LIMITATIONS ON ENGINEER'S RESPONSIBILITIES
I (J. 1 (J, 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 either 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 performing any ofthc
Work, or to any surety for any ofthcm_
1 (J. 1 (J,2. Whenever in the Contract Documents the terms "as ordered", "as directed", "as required", "as allowed", "as approved"
or terms 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 rcquircmcnt, dircction, rcview or judgmcnt will be solely to evaluate the Work for compliance with
P:rofess Sel"V Agree
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the Contract Documents (unless there is a specific statcmcnt indicating otherwise)_ The use orany such term or adjective shall
not be effective to assign to ENGINEER any duty or authority to supervise or direcllhe furnishing or performance ofthc Work
or any duty or authority to undcrtake responsibility contrary to thc provisions of paragraph 4_5.3.
P~o[eGG Serv Agree
07/06/00
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EXHIBIT B
TO AGREEMENT BETWEEN OWNER AND
ENGINEER FOR PROFESSIONAL SERVICES
A LISTING OF THE DUTIES, RESPONSIBILITIES AND
LIMITATIONS OF AUTHORITY OF THE RESIDENT PRO.JECT
REPRESENT A TIVE.
This Exhibit is attached to, made a part of and incorporated by reference with the Agreement made on
between CITY OF BOZEMAN (OWNER) and Morrison-MaierIe, Inc. (ENGINEER) providing for professional
engllleenng services.
ARTICLE II - DUTIES, RESPONSIBILITIES AND LIMITATIONS OF AUTHORITY OF THE RESIDENT
PRO.TECT REPRESENTATIVE
ENGINEER shalllurnish a Resident Project Representative (RPR), assistants and other field staffto assist ENGINEER
in observing performance ofthe work of Contractor.
Through more extensive on-site observations ofthe work in progress and field chccks 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 const11lction means, methods, techniques, sequences or procedures or for safety
precautions or programs, or responsibility for CONTRACTOR's failure to perfonn the Work in accordance with the
Contract Documents and in pmiicular the specific limitations set forth in section 8.5 of the Agreement arc applicable.
The duties and responsibilities of the Iti)R are lin-uted to those of ENGINEER in this agreement and in the constmction
Contract Documents, and arc further linlited and described as follows:
11.1. 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 conununicate with
OWNER with the knowledge of and under the direction ofENGfNEER_
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 preconsh-uction conferences,
progress meetings, job conferences and the project-related meetings, and prepare and circulate copies of n-unutes
thereof.
11.2.3. Liaison:
11.2.3.1. Serve as ENGINEER's liaison with CONTRACTOR, working principally through CONTRACTOR's
PLOf:CSS SeL"V AqL"ee
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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 infimnation, when required for proper execution
of the Work.
ll.2A. !i~gp.Drawings and SampLt;:~:
l1.2A.1.Record date of receipt of Shop Drawings and samples,
11.2A.1, Receive samples which are furnished at the site by CONTRACTOR, and notify ENGINEER
of availability of samples for exan-unation,
I 1.2A,3.Advise ENGINEER and CONTRACTOR ofthe commencement of any Workrequiring Shop
Drawing or sample if the submittal has not been approved by ENGINEER.
11.2.5. Review of Work, R,eiection of Defective Work. InspeeJi,Qns and Tests:
11.2.5.1, Conduct on-site observations ofthe Work in progress to assist ENGINEER in deternllning if
the Work is in general proceeding in accordance with the Contract Documents.
1 1.2.5.2. 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 does not meet the
requirements of any inspection, test or approval required to be made; and advise ENG IN EER of Work
that RPR believes should be corrected or rejected or should be uncovered for observation, or requires
special testing, inspection or approval.
11,2.5.3. Verify that tests, equipment and systems startup and operating and maintenance training are
conducted in the presence of appropriate personnel, and the CONTRACTOR maintains adequate
records thereof; and observe, reeord and report to ENGINEER appropriate details relative to the test
procedures and startup.
11.2.5 A. Accompany visiting inspectors representing public or other agencies having jurisdiction over
the Project, record the results ofthese inspections and report to ENGINEER.
11.2.6. Interpretation of Contract Documents: Report to ENGINEER when clarifications and interpretations
of the Contract Documents are needed and transnllt to CONTRACTOR clarifications and interpretations as
issued by ENGINEER.
11.2.7. Modifications: Consider and evaluate CONTRACTOR's suggestions for modifications in Drawings or
Specifications and report with RPR's recommendations to ENGINEER. Transn-ut to CONTRACTOR decisions
as issued by ENGINEER.
11.2.8. Records:
11.2.8.1. 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 issued subsequent to the
execution ofthe Contract, ENGINEER's clarifications and interpretations ofthe Contract Documents,
progress reports, and other Project rclated documents.
11.2.8.2. 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
Profess Serv 1I..g:ree
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standby, data relative to questions of Work Directive Changes, Change Orders or changcd conditions,
list of job site visitors, daily activities, decisions, observations in general, and specific observations in
more detail as in the case of observing test procedures; and send copies to ENGINEER.
11.2.8.3.Record names, addresses and telephone numbers of all CONTRACTORS, subcontractors and
major suppliers of materials and equipment.
11.2.9. Reports:
I 1.2.9. 1. Furnish ENGINEER periodic reports as required of progress of the Work and of
CONTRACTOR's compliance with the progress schedule and schedule of Shop Drawing and sample
submittals.
l1.2.9_2.ConsuJt with ENGINEER in advance of scheduled major tests, inspections or start of
important phases of the Work.
11.2.9.3. Draft proposed Change Orders and Work Directive Changes, obtaining backup material fi-om
CONTRACTOR and reconUTIend to ENG IN EER Change Orders, Work Directive Changes, and Field
Orders.
11.2.9.4.Report immediately to ENGINEER and OWNER upon the occurrence of any accident.
11.2.10. Pavment RequesJ~: Review applications for payment with CONTRACTOR for compliance with the
established procedure ior 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. Certificate~Maintenance and OperatL9.!LManuals: During the course of the Work, verify that
certificates, maintenance and opcration manuals and other data required to be assembled and fiJrnished 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. ror~lpletion:
11.2.12.1. Submit to CONTRACTOR, and ENGINEER a list of observed items requinng
completion or correction before ENGINEER may issue a Certificate of Substantial Completion.
11.2.12,2 Assess completion or correction of items noted IInder 11_2_12_1, advisc ENGINEER on their status, and make
recomlTlcndation to Engineer regarding isslIance of a Certifleatc of Substantial completion_
11_2_12.3. Conduct final inspection in the company of EN(JINEER, OWNER, and CONTRACTOR and prepare a lInallist of
items to be completed or conTctcd.
11.2.12.4, Observe that all items on final list have been completed or corrected and make recommendations to ENGINEER
concerning rinal 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, unless authorized by ENGINEER.
11.3.2. Shall not exceed limitations of ENGINEER's authority as set forth in the Agreement or the Contract
Profess SeT."V A~I:(:C
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Documents.
11.3.3. Shall not undertake any of the responsibilities of CONTRACTOR, subcontractors 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.
E.- \ENGINEER\FOR MS\I.eg(1/IPro/ess. Servo Agree. wpd
Prc)fess Se.rv Aq:ree
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#
AMENDMENT NO.1 TO
PROFESSIONAL SERVICES AGREEMENT
FOR
IMPROVEMENTS TO THE BURRUP LIFT STATION
MM, INC. No. 417.031-040-0310
THIS IS AN AGREEMENT made as ofF.~QrJlArY_,~_Q_, 2001, between THE CITY OF BOZEMAN, a
Municipal Corporation, Bozeman, Montana, 59771-0640 (OWNER) and Morrison-MaierIc, Inc., P.O. Box 1113,
Bozeman, Montana, 59771-1113 (ENGINEER).
WHEREAS thc parties have entered into a Professional Services Agrcement dated November 6, 200Q, herein
referred to as Original Agreement, for professional engineering services to make improvements to the Bur11lp Lift Station
Electrical Control and Alarm Systems, Enclosure, Auxiliary Power, Pumps and Piping, and Ventilation; and
WHEREAS, the parties desire to amend the provisions ofthe Original Agreement to include the design services
and eonst11lction services to construct a wood frame building to replace the existing lift station enclosure and replace the
existing controls with a SCADAlarm software package and HMT Interface allowing liquid levels to be viewed and
monitored on a Personal Computer; and
WHEREAS, the parties desire to amend the provisions of the Original Agreement to include these design and
construetion services and incorporate that work into the project currently under contract.
NOW, THEREFORE, IN CONSIDERA nON OF THE MUTUAL COVENANTS CONTAINED HEREIN, the
parties agree as follows:
ARTICLE I - ENGINEERING SERVICES
Seetion 1.1 of the Original Agreement is deleted and replaced with the following:
1.1 . The detailed description of the specific proj ect components is described as follows:
Provide Engineering Serviees for improvements to the Burrup Lift Station. Engineer shall provide a report in
"letter form" to recommend upgrades with respect to the Eleetrieal Control and Alarm Systems, Enclosure,
Auxiliary Power, Pumps and Piping, and Ventilation. The Engineer will meet with the OWNER to discuss the
letter and assist the OWNER in selecting improvements to be implemented. The Engineer shall provide design,
construction administration, observation and testing services for installation of a wood frame structure to
replace the existing lift station enclosure, ultrasonic level transducers to monitor wet well levels, a new control
panel, a SCADAlarm PC based alarm monitoring and notifieation system, and a new motor eontrol enclosure
and motor starters as identified in the preliminary design report letter dated October 6, 2000.
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ARTICLE 6 - COMPENSATION FOR ENGINEERING SERVICE -
6.1 LUMP SUM PAYMENT FOR DESIGN SERVICES AND EXPENSES OF ENGINEER
Section 6.1.1 ofthe Original Agreement is deleted and replaced with the following:
6.1.1 The OWNER shall pay for design phase services performed as Basic Engineering Services under
sections 4.1 through 4.4 of this agreement a lump sum in the amount of $) OAOO for such services.
Section 6.1.2 of the Original Agreement is deleted and replaced with the following:
6.1.2 Payment Seh~dule. Total cumulative payments for the design phase engineering services (sections 4.1
through 4.4) shall not exceed the following ceilings:
$1,040 (10% of design fee) until the Pre-design Investigation and Preliminary Design Report have been
subnlitted to the OWNER.
$5,020 (50% of design fee) until the Prelinlillary Plans and Specifications have been subn-utted to the OWNER
and review authorities.
$9,360 (90% of design fee) until the Final Plans and Specifications have been subnlitted to the OWNER and
review authorities.
ARTICLE 9 - GENERAL CONSIDERATIONS
Section 9.6 of the Original Agreement is deleted and replaeed with the following:
9.6 STANDARD OF CARE
In providing services under this agreement, the ENGINEER will perform in a manner consistent with the degree of care
and skill ordinarily exercised by members ofthe same profession currently practicing under similar circumstances. If any
service should be found to be not in eonfonnance 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 expense, make such changcs, modifications or
additions to the project which are made necessary as a result of the initial non-perfonnance or the re-perfonnance of
services. The OWNER's rights herein are in addition to any other remedies the OWNER may have under the law.
Section 9.7 of the Original Agrcement is deleted and replaced with the following:
9.7 LEGAL RELATIONS
9.7.1 The ENGINEER shall comply with all Federal, State, and Local laws and ordinanees applieable to the
work to be done.
9.7.2 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, eosts, 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 pereent of fault 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 attomey's fees, arising out of or resulting from or in
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connection with the ENGINEER's non-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 of fault as
compared with 100% of the fault giving rise to the damages.
9.7.4 In an appropriate case in which attorney's fees are awarded to the OWNER following a wrongful
refusal ofa 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 indenmity required herein shall not be linlited by reason of the specification of any particular
insurance coverage in this agreement.
9.7.6 The ENGINEER shall perfonn 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 with 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
required payroll deductions and providing required benefits, such as, Dulnot linuled to, wOJker's compensation
with statutory linuts, and unemployment insurance.
Except as specifically amended herein, the Original Agreement shall remain in full force amI effect and the
parties shall be bound by all terms and conditions therein.
In witness Whereof, the Parties hereto do make and execute this Agreement.
(City Manager)
MORRISON-MAIERLE, INC.
ENG~
BY~' ~-'" -
~~~..,~"
(Vice-President)
DATE: ~c.h 2 ZOO,
~_. ,
CITY OF BOZEMAN, MONTANA
1--1-
B'[
I.
DATE: February 20. 2001
ATTEST:
By:~J!~
(Clerk of Commission)
APPROVED AS TO FORM
H:\0417\031 \AMEND I.doc
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