HomeMy WebLinkAbout01- Morrison-Maierle Professional services Agreement (3)
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PROFESSIONAL SERVICES AGREEMENT
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THIS IS AN AGREEMENT made as of February?O , ~ between THE CITY OF
BOZEMAN, a Municipal Corporation, Bozeman, Montana, 59715 (OWNER) and,
MORRlSON-MAIERLE, INC., 901 Technology Boulevard, P.O. Box 1113, Bozeman, MT
59771-1113, (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 revise an existing set of design plans and specifications for the
construction of a traffic signal at the intersection of N. 19th Avenue & Baxter Lane and has
selected the ENGINEER to provide necessary and professional engineering services for the
project.
Whereas the ENGINEER represents that it is willing and qualified to perform the professional
engineering services for this project described in this Agreement.
Therefore, in consideration of the foregoing recitals and the mutual covenants and conditions
contained herein, the parties agree as follows:
ARTICLE 1 - ENGINEERING SERVICES
1.1. The detailed description of the specific project components is described as follows:
ENGINEER shall take the existing plans and specifications previously prepared by ENGINEER for the
construction of a traffic signal and geometric improvements at the intersection ofN. 19th A venue & Baxter
Lane, Bozeman, Montana, and revise them as necessary to eliminate the need to relocate a major overhead
electric power line in the area of the project. Said power line relocation has been estimated to cost
approximately $100,000.00 and further would delay constructing the improvements. It is anticipated that
including curb and gutter in the design for the improvements to the west leg of the intersection will satisfy
the above. stated goal.
Engineer shall also prepare right.of-way exhibits to be used by Owner to acqUIre permanent and
construction easements on adjoining properties.
1.2. The scope of services under this contract are set forth 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 hereinafter provided. These services will include, but not be limited to, serving as OWNER'S
professional engineering representative for the Project, providing professional engineering consultation and advice and
furnishing customary civil and structural engineering services incidental thereto.
2.2. The ENGINEER shall furnish all labor, materials, equipment, supplies, and incidentals necessary to conduct and
complete the ENGINEER'S portions of the Project and to prepare and deliver to the OWNER all data, reports, plans,
specifications, and recommendations as designated herein.
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2.3. The ENGINEER shall ascertain such information as may have a bearing on thc work from local units of
government, public, and privatc organizations and shall be authorized to procure information from other authorities as 10
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 name a Principal-In-Charge for thc duration of the project. The Principal-In-Charge shall
be Phillip LForbcs, P_.F",,-
2.6. The ENGINEER shall name a Project Manager who shall be the liaison bctween the ENGINEER and the
OWNER. The Projcct Manager shall be phillip J. Fo_rbes. P.E. 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. DELETED.
ARTICLE 3 - OWNER'S RESPONSIBILITIES
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3.1 The OWNER shall name a Task Dircctor who shall be the liaison betwccn the ENGINEER and the OWNER
during DESIGN segment of the Project. The Task Director designatcd shall be Rick Hix5011, P.E.
3.2 The OWNER shall have the right of review and examination ofthe ENGINEER'S work at all times.
3.3 Thc OWNER shall make available all rccords (as-built drawings, construction records, ctc.) indicating the
existing configuration of the city utilities.
3.4 DELETED
3.5 The OWNER shall attend the pre-bid conferences. bid openings. pre-construction confcrcnces, construction
progrcss and othcr job related meetings, substantial completion inspections and final payment inspections.
ARTICLE 4 - BASIC ENGINEERING SERVICES
The ENGINEER shall rcnder professional Enginecring Services as follows:
4.1 DELETED.
4.2 DELETED,
4.3 FINAL DESIGN PHASE
After authorization to proceed with the Final Design Phase, ENGINEER shall:
4.3.1. On the basis ofthc accepted Preliminary Design documents and thc 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 gencral scope, cxtent and detailed charactcr of the work to be furnished and
pcrformed 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 requircments 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. DELETED
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4.3 A. Furnish OWNER one copy of the Contract Documents (including dcsign drawings, specifications and
contracts ).
The Final Phase will bc completc and submitted within 45 calendar days following authorization from OWNER to
ENGINEER to proceed with that phase of services.
4A DELETED
4.5 DELETED
4.6. DELETED
4.7. DELETED
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 therefore as
provided in the Agreement:
5.1.1. Legal land surveys performed to obtain data for preparing easements and rights-of-way descriptions.
5.1.2. Prcparation of applications and supporting documents for governmental agencies in addition to those
required under Basic Serviccs; preparation or rcview of environmcntal studies and related services; and
assistmlcc 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.
5.1A. Providing renderings or models.
5.1.5. Preparing documents for alternate bids requested by OWNER for work not executed or for out-of-
sequence work.
5.1.6. Providing other services not otherwise provided for in the Agreement, including scrvices normally
furnished by the OWNER as elsewhere herein dcscribed.
5.1. 7. Furnishing thc scrviccs of independent profcssional associatcs or consultants for other than Basic
Services.
5.2. When required by the Contract Documents in circumstances beyond ENGINEER'8 control, ENGINEER shall
perfonn or obtain from others any of the following Additional Services as circumstances require during construction and
without waiting for specific instructions from OWNER, and ENGINEER will be paid therefore as provided in this
Agreement:
5.2.1. Services in connection with work dircctivc changes and change ordcrs to rcflcct the changes requcstcd
by OWNER if the resulting change in compensation for Basic Services is not commensuratc 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
detennining 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.
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5.2.3. Services resulting from significant delays, changes or price increases occurring as a direct result of
materials, equipment or energy shortages.
5.2.4. Additional or extended services during construction made necessary by (1) work damage by tire 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 DIRECT LABOR COST PAYMENT FOR BASIC SERVICES AND EXPENSES OF ENGINEER
6.1.1 The OWNER shall pay for design phase services performed as Basic Engincering Services under
sections 4.1 through 4.4 of this agreement a direct labor cost payment an amount not to exceed $12.500,00 for
such services. Compensation for these services shall be based on the ENGINEER'S Direct Labor Cost
times a factor of 3.0 for services rendered which shall cover Direct Labor, Direct L:lbor Overhead,
General & Administrative Overhead and Profit.
6.1.2 Payment Schedule. Total cumulative payments for the design phase engineering services (sections 4.1
through 4.4) shall not exceed the following ceilings:
$ 11,250.00 (90% of design fee) until the Final Plans and Specifications have been submitted to the OWNER and
review authorities.
6.1.3 General. Engineer shall submit monthly statements for services rendered. The statements shall be
based upon Engineer's estimate of the proportion of the total services actually completed at the time of billing,
subject to any limitations on Payments based on completion of tasks or specific rctainagc requirements pursuant
to the payment provisions of the Agreement.
6.1.4 Reimbursable Expens.es., Only those expenses specifically identified for payment under section 6,2 of
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,
6,2 DELETED
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.
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'8
compensation and expenses, the cost of land, rights-of-way, or compensation for or damages to, properties unless this
Agreement so specifies, nor will it include OWNER'8 legal, accounting, insurance counseling or auditing services, or
interest and financing charges incurred in connection with the Project or the cost of other services to be provided by others
to OWNER.
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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, including, but not limited to, engineers, architects, surveyors, designers, drafters,
specification writers, estimators, other technical and business personnel; but does not includc indircct payroll relatcd costs
or fringe benefits. For the purposes ofthis Agreement the principals and cmployees of the ENGINEER maximum billablc
Direct Labor Costs are:
Principals
Project Managcr
Senior Enginccr
Staff Engineer
Senior Technicians
CADD Drafter
Tcchnicians
Construction Inspector
Two Person Survey Crew
Clerical
7.4 REIMBURSABLE EXPENSES
$38.00/hour
$27.00/hour
$24.33/hour
$19.00/hour
$1 8.66/hour
$15.00/hour
$15.00/hour
$15.00/hour
$32.00/hour
$12.33/hour
Reimbursable Expenses mean the actual expenses incurrcd by ENGINEER or ENGINEER'S independent professional
associates or consultants directly in conncction with the Project, such as expenses for: transportation and subsistence
incidental thcreto; obtaining bids or proposals from Contractor(s); subsistence and transportation of Resident Project
Rcpresentatives and their assistants; toll telephone calls and telegrams; reproduction of reports, Drawings, Spccifications,
Bidding Documents and similar Project-related items; and if authorized in advance by OWNER, overtime 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 thc 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
8.1 TIMES OF PAYMENTS. ENGINEER may submit monthly statements for Basic Services and approved
Additional Services rendered and for Reimbursable Expenses incurred; however, paymcnts shall not cxcccd thc ccilings
provided in 6.1 and 6.2. Final payment shall be made only after acccptancc 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 ofthe dispute.
8.2 REQUESTS FOR PAYMENT. Each request for payment shall include a documentation summary of the
pcriod incremental man hours incurred, direct labor rates and billed rates, detail of reimbursable costs, total 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 rcndercd 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 rcndcrcd during that phase on thc
basis of the payment provisions of the Agreement. In the event of any such termination, ENGINEER will bc paid for
unpaid pre-approved Additional Services and unpaid Reimbursable Expenses which are authorized under this agreement.
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ARTICLE 9 - GENERAL CONSIDERATIONS
9.1 TERMINATION OF AGREEMENT
9.1.1 The sole right is hercby reserved to the OWNER to tcmlinate this Engineering Agreement for any and
all causes or for its convenicnce at any time upon fiftcen (15) days written notice to the ENGINEER.
9.1.2 If tcrmination for default is effccted 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 unperformed
services or other work, and (2) any payment due to the ENGINEER at thc time oftennination may be adjusted to
cover any additional costs to the OWNER because of the ENGINEER'S default. If termination for convenience
is effected by the OWNER, the equitable adjustment shall include a reasonable profit, as detcrmined by owner,
for services or other work performed. The equitable adjustment for any termination shall providc for payment to
the ENGINEER for services rcndercd and expenses incurred prior to the termination, in addition to termination
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 termination action under paragraph 9.1.2, the ENGINEER shall (1) promptly
discontinue all affected work (unlcss the notice directs otherwisc), and (2) deliver or otherwise make available to
thc OWNER within ten (10) days copies of all data, design drawings, specifications, reports, estimates,
summaries and such othcr information and materials as may have been accumulated by the ENGINEER in
performing this Agreement, whether complctcd or in process.
9.1.4 In the event this Contract is terminated prior to completion, the original copies of the ENGINEER'S
data, recommendations, plans, specifications, analysis and other related documents preparcd by the ENGINEER
prior to said termination shall bc delivered to and become the propcrty ofthe OWNER.
9.1.5 Upon termination, the OWNER may take over the work and may award another party an Agreement to
complete the work under this Agrccment.
9.1.6 OWNER'S right to terminate is in addition to any other remedics OWNER may have under the law.
9.2 INSPECTION ANI) AUDIT
All books, papers, records, payrolls, vouchers and invoices relating to costs and expenditures incurrcd as to thc
performance of thc services by the ENGINEER hereunder shall be made availablc to the OWNER, or their authorized
rcpresentatives 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 pcrsons, other than a bona fide employee,
working solely for the ENGINEER, to solicit to sccurc this contract, and that he has not paid or agrccd to pay any
company or person, other than bona fide employees working solely for the ENGINEER, any fec, commission, percentage,
brokerage fcc, gifts or any other considerations contingent upon or resulting from thc award or making of this Contract.
For brcach or violation of this 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 otherwisc rccovcr the full amount of such fee, commission,
pcrccntage, brokerage fee, gift or contingent fee.
All employees of the ENGINEER or other persons while engaged in thc pcrformance of work or services requircd by the
ENGINEER shall be considcrcd employees ofthe ENGINEER only and not ofthe OWNER.
9.4 NONDISCRIMINATION
The ENGINEER will not discriminate on the basis of race, color, religion, creed, political ideas, sex, agc, marital status,
national origin or disability in employment or provision of services. The ENGINEER shall be subject to and comply with
Title VI of the Civil Rights Act of 1964; Section 140, Title 2, United States Code, and all rcgulations promulgated
thereundcr.
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9.5 SUBLETTING OR ASSIGNING 01<' WORK
The ENGINEER shall not sublet or assign any of the work covered herein without prior written approval of the OWNER.
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 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 expense, make such changes, modifications or
additions to the project which are made necessary as a result of the initial non-performance or the re-performance of
services. The OWNER's rights herein are in addition to any other remedies the OWNER may have under the law.
9.7 LEGAL RI<:LATIONS
9.7.1 The ENGINEER shall comply with all Federal, State, and Local laws and ordinances applicable 10 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, 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 bc held rcsponsible only for those
damages, costs, attorney's fees, and liabilities as arc attributable to the ENGINEER'S percent 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 attorney's fees, arising out of or resulting from or in
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 altorney's fees are awarded to the OWNER following a wrongful
refusal of a tender of defense, said fees may include fees and salary paid by the OWNER to the City Attorney or
other in-house counsel.
9.7.5 The indemnity required herein shall not be limited by reason of the specification of any particular
insurance coverage in this agreement.
9.7.6 The ENGINEER shall perform this agreement as an independent contractor, and as such, is rcsponsiblc
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. Thc 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, workers' compensation
with statutory limits and unemployment insurance.
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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:
~l~:gyerage
Limits
Employers' Liability:
$100,000 per accident
Ge!)~ral LiabjIity:.
Bodily Injury & Property
Damage Single and combined
.$J,OOO,OOQ per accident
Automobile:
Bodily Injury covering all
automobiles, trucks,
tractors, trai lers, or
other automotive equip-
ment whether owned or
rented by Engineer or
owned by employees of
Engineer.
$500,000 each person
lLOOQ2Q9~ each occurrence
PropertYJ?AI1}~ covering
all automobiles, trucks,
tractors, trailers or other
automotive equipment whether
owned or rented by Engineer
Of owned by employees of
Engineer
$500,000 each occurrcnce
OR
130dily Injury & Property
I)llfllilge Single and combined
$500,000 each occurrence
In addition to the above insurance coverage, the ENGINEER shall secure and maintain, until the work is completed and
accepted by the OWNER, and without naming OWNER as an additional insured Professional Errors and Omissions
insurance coverage as follows:
Professional Errors & Omission:
$1,000,000 per claim and
aggregate each occurfcnce
9.9 ENDORSEMENT
The ENGINEER shall place his endorsement on all drawings and other data furnished by him.
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9.10 OWNERSHIP OF DOCUMENTS
The parties admit and agree the documents produced under this agreement are not intended or reprcscnted to be suitable
for reuse by OWNER or any other individual on any other project. Any reusc without written verification or adaptation by
ENGINEER will be at OWNER's sole risk and without liability or legal exposurc to ENGINEER, or to ENGINEER's
independent professional associates or consultants. rilcs in ekctronic media format of text, data, graphics, or of othcr
typcs 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.
9.11 PUBLIC INFORMATION
Thc 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 invcntions should result from work requircd hcrein, all rights accruing from such discoveries
or inventions shall be joint propcrty 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 thc manufacture, use and disposition, according to law, of any articlc or
material, and in the use of any method that may be developed as part of the work dcscribcd 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 availablc at all reasonable times during the Contract term and for one (1) year from the datc of final paymcnt.
Such accounting records and othcr evidence pertaining to the cost incurred will be made available for inspections by
OWNER.
9.14 SUCCESSORS IN INTEREST
The covenants, agreements and all statements in this Contract apply to and shall be binding on the heirs, personal
representativcs, successors and assigns of the respective parties.
9.15 ATTORNEY'S FEES AND COSTS
That in the event it becomes necessary for either Party of this Contract to retain an attorncy to cnforcc any of the tcrms or
conditions of this Contract or to give any notice required herein, then the prcvailing Party or the Par1y giving notice shall
be entitled to reasonable attorney's fees and costs, including fccs, salary, and costs of in-house counsel to include City
Attorney.
9.16 MODIFICATIONS AND AMENDMENTS
lhat any amendment or modification of this Contract or any provisions hercin 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.
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In witness Whereof, the Parties hereto Jo make and execute this Agreement.
CITY OF BOZEMAN, MONT ANA
BY..;..-
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(Ci1y Manager)
DATE:
February 20~,._2001
ATTEST:
Byr2L-:/ ~
(Clerk of Commission)
APPROVED AS TO FORM:
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BY. . - .
. ~ CityAno,",y)
H:\2393\007\docs\Profcssional Services Agreement-doc
MORRISON-MAIERLE, INC.
BY: d _~_ ~,
~ (Vice PresiJent)
DATE: Pee I Z Ot> c)
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