HomeMy WebLinkAbout01- Morrison-Maierle Professional Services Agreement (5)
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PROFESSIONAL SERVICES AGREEMENT
THIS IS AN AGREEMENT made as of ___$ggtember .19_, 200!, 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 of thc work and services described in this Agreement is essen1ial to the OWNER'S
public works improvement program.
Whereas the OWNER in1ends to and has selected the ENGINEER to provide necessary and professional engineering
serv ices for the project.
Whereas the ENGINEER represen1s 1hat it is willing and qualificd to perform the professional engineering services
for th is project described in th is 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 for1h in the attached EXHIBIT A, ENGINEER'S STATUS DURING
CONSTRUCTION; EXHIBIT B, A LISTING OF TIlE DUTIES, RESPONSll31LITIES AND LIMITATIONS OF
AUTHORITY OF TIlE RESIDENT PROJECT REPRESENTATIVE; and EXHIBIT C, ENGINEERING FIT:
ESTI MA TE, are hereby incorporated in and made part of this Agreement.
ARTICLE 1 - ENGINEERING SERVICES
1.1. The detailed description of the specific project componen1s is described as foll()\'is:
Task 1 Coordinate With County Officials
In this first task, the proposed SID boundary and the general nature and scope of the road improvements
will be discussed with the County Road 8.:. Bridge Superintendent, County Attorney and County
Commissioners. The purpose of the discussions is to dctemline the viability of creating the SID to include
properties outside the City's corpora1e boundaries.
Task 2 SID Boundary and Information
Task 2 will use the results of Task 1 10 coordinate with City personnel to prepare the legal description of
the district boundary. We will then compile and evaluate infonna1ion on 1he individual propel1ies within
the boundary necessary to spread the SID Assessments.
Our proposal assumes that ENGINEER will work in concer1 with a local title company to compile the
required information for each individual propt;i1y after receiving an initial data se1 from OWNER. This
da1a includes:
. Property owner names
. Owner address
. Property address
. Legal description
. County parcel numbers (50% only)
. Parce I area
. Outstanding SID assessments
. Delinquen1 SID assessments
ENGINEER will coordinate with the title company and compile 1he information required at 7-12-4106 and
7-12-4225 MCA.
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Task 3 Preliminary Investigations
Preliminary investigations include analyzing existing right-of-way for the length of the project, the
perct:ntagc of the proposed district area that is in the County compared to that within the City Limits, and
the percentage of property within the City on which Waivers of Right-to-Protest are filed. 'fhis information
will be compiled by reviewing existing plats within the proposed SID Boundary.
Task 4 Pre-Design Engineering
A Pre-Dt:sign Engineering Assessment will be completed to better define the Durston Road improvements
project and identify project needs. The evaluation will include 2 road section alternatives, geotechnical
investigations, identification of impacts to existing utilities (water, sewer, power, gas, telephone), traffic,
drainage, and general site conditions. Estimated total project costs will be provided for each alternative.
The Assessment will provide the final overall definition of the improvement project. After alternative
selection by OWNER, ENGINEER will dcline the construction project.
Task 5 District Formation
In this task, ENGINEER will finalize the assessment information for the SID areas. The work will
conclude estimating the SID costs for use in the Resolution of Intent, finalize the assessment spreadsheets
with estimated assessments for individual propel1ies. A presentation to the City Commission of the crforts
to-date will be made at or before their consideration of the Resolution. A second presentation at the public
hearing for the creation of the SID will be made in concert with the stafr
1.2. lhe scope of services under this contract arc set forth in this agreement and the attached EXHIBITS.
ARTICLE 2 - ENGINEEWS RESPONSll3lqTlES
2.1. ENG INEER shall perform for OWNER professional engineering services in all phases of the Project to which
this Agreement applies as hcreinafter 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 Projeet and to prepare and deliver to the OWNER all data, reports, plans,
specifications, and recommendations as designated herein.
2.3. The ENGINEER shall ascertain sueh information as may have a bearing on the work from local units of
government, public, and private organizations and shall be authorized to procure information from other authorities as to
the extent of these contacts and the results thereof.
2.4. The ENGINEER'S work shall be in accordance with the standards of sound engineering practices.
2.5. The ENGINEER shall name a Principal-In-Charge for the duration of the project The Principal-In-Charge shall
be Jack Schunke, P.E., Vice President.
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 Phillip J. I'orbes, 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. Thc ENGINEER shall submit an estimated progress schedule at the beginning of the work, and monthly progress
reports thereafter until the project is completed.
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A-rrni=LE 3 _=-_Q\YJ~ER'S RES_PQNSIBI!:LTIES
3. I The OWNER shall name a Task Director who shall be the liaison between the ENGINEER and the OWNER
during DESIGN segment of the Project. The Task Director designated shall be Rick Hixson, P.E.
3.2 The OWNER shall have the right of review and examination of the ENGI7'\EER'S work at all times.
3.3 The OWNER shall make available all records (as-built drawings, constrllction records, etc.) indicating the
existing configuration of the city utilities.
3.4 The OWNER will be responsible for Advertising Bid Openings.
3.5 The OWNER shall attend the pre-bid conferences, bid openings, pre-construction conferences, construction
progress and other job related meetings, substantial completion inspections and final payment inspections.
A-f(PCLE 4 - BASIC ENGINn~RING SERVICES
The ENGINEER shall render professional Engineering Services as follows:
4.1 PRE-DESIGN INVESTIGATION PHASE
After written authorization to proceed, El\:GINEER shall:
4.1.1 Consult with OWNER to clarify and define 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 sueh data or services.
4.1.3 Identify and analyze requirements of governmental .wthorities having jurisdiction to approve the design
of the Project and participate in consultations with sllch authorities.
4. 1.4. Provide analyses of OWNER's needs, planning surveys, site evaluations and comparative studies of
prospective sites and solutions.
4. 1.5. Provide a general economic analysis of OWNER's requirements applicable to various alternatives.
4.1.6 Assist in formation of Special Improvement Districts (SID) by preparing district boundary
descriptions and maps, preparing a property owner's and assessments role lists including project assessment
costs based on the preliminary project cost estimates, and providing technical information at SID public
hearings, if applicable.
4.1. 7. Preparc a Report containing schematic layouts, sketches and conccptual design criteria with
appropriate exhibits to indicate clearly the considerations involved (including applicable requirements of
governmental authorities having jurisdiction as aforesaid) and the alternative solutions available to
OWNER and setting forth ENGINEER's findings and recommendations. This Report will be accompanied
by ENGINEER's opinion of probable costs for the Projcct, including the following which will be separately
itemized: Construction Cost, allowance for engineering costs and contingencies, and (on the basis of
information furnished by OWNER) allowances for such othcr itcms as charges of all other professionals
and consultants, for thc cost of land and rights-of-way, for cOlnpensation for or damages to properties, for
intcrcst and financing charges and for other services to be providccl by others for Owner. The total of all
such costs. allowance, etc. arc hereinafter called "Total Project Costs".
4. I .8. Furnish __~ eopies of the Study and Report documents and review them in person with OWNER.
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The Pre-design Investigation Phase will be completed and submitted within 30 calendar days following written
authorization from OWNER to ENGINEER to proceed with that phase of scrvices.
OWNER and ENGINEER will negotiate the full scope of services to be provided for thc balance of the
project upon completion of the Tasks identified in 1.1 herein, and cl-eution of the Durston Road Special
Improvement District by OWNER. This contract will be amended to include the balance of services at a later
date_
4.2 PRELIMINARY DESIGN PHASE
A fter acceptance of the pre-design report and receipt of written authorization to proceed with the Preliminary Design
Phase, ENGINEFR shall:
4.2.1.
In consultation with OWNER determine general scope, extent and character of the Project.
4.2.2. ENGINEER shall then prepare a Preliminary Design Report, preliminary plans and specifications and a
written description for the Project.
4.2.3. Prclimil~arypesign gepon: Specific items to be addressed in the design report will include, but not be
limited to:
4.2.3.1. Summary of construction requirements with appropriate drawings for each task included in
the project.
4.2.3.2. Plans for providing water and sewer services for affected properties during construction.
4.2.3.3. Summary geotechnical rep0l1 for specific tasks, if needed.
4.2.3.4. Special design considerations for Project tasks with conditions not covered 111 standard
construction methods or specifications.
4.2.3.5. A traftlc control plan for each project task, if necessary.
4.2.4. pe~iQn and C(),tl;;,truction SurveL The ENGINEER shall conduct a design field survey of the project
areas, as necessary, for locating existing utilities (such as gas, power, telephone. TV cables, water and sewer
lines, irrigation facilities, fences, and approach driveways), existing right-of-'lvay ,md easements, and Illaking
measured drawings of or investigating conditions of existing facilities. The ENGINEER shall provide suitable
horizontal and vertical reference control points for the construction phase.
4.2.5. Peflnitsand Rights~oJ:-Way: The ENGINEER shall obtain approved permits, licenses. and/or easement
agreements from private landowners and any other agencies or entities requiring similar approvals prior to
bidding. These approvals will be coordinated with the OWNER and will be made on casement and permit
documents approved by the OWNER. Information and easemcnt descriptions provided in the Basic Engineering
Services will be based on data available from design surveys and courthouse records.
4.2.6. Geotech!1ie~1 Exploration~ and Analysis: The ENGINEER shall conduct such geotechnical
explorations and analysis as necessary for project design and bidding. A geotechnical report will be prepared
with recommendations relating to conditions pertinent to the design and construction of the Project Subsurface
information will be obtained by reviewing any existing geotechnical data available and using additional backhoe
test pits and soil borings as necessary.
The ENGINEER shall furnish copies ofa geotechnical rep0l1 as requested to O\\',\ER for use by OWNER and
Contractors, and review the results of the report with Contractors in a pre-bid meeting. The report is to be
prepared for design purposes; ENGINEER will not be responsible if it is used by others for other purposes.
4.2.7.
preliminarv Plans~nd Specifications. Prepan: preliminary construction plans and specifications 'l'lith
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information which addresses the special features of each project task.
4.2.S. Based on the information contained in the preliminary design documents, LNCiINEFR will submit a
rcvised opinion of probable Total Project Costs to the OWNER.
4.2.9. EN(iINEER shall prcpare and Furnish complete copies of prcliminaI)' bidding documcnts and design
report as requested to OWNER and at thc same time furnish copies as directed by OWNER to agencies and/or
parties having regulatory responsibilities or direl:t financial paI1icipation in any part of the Project; provide any
technical criteria, written descriptions and design data necessary for securing permits or approval hom
authorities having jurisdiction to revicw and approve the design, and assist owner in securing such approvals; and
rcview documents in person with OWNER and review authorities, and, if nel:essary, conduct a plan-in~hand site
review. All l:hanges agrecd to between ENCiINEER and OWNER will be noted in a memor,tndull1 from the
ENGINEER to the OWNER and incorporated into the final plans and specifications.
The Preliminary Design Phase will be completed and submitted within ___.
authorization from OWNER to ENCiINEER to proceed with that phase of services.
calendar days following written
4.3 FINAL DESIGN PHASE
After written authorization to proceed with the Final Design Phase, ENCiINEER shall:
4.3.1. On thc basis of the acccpted Preliminary Design documents and the revised opinion of probable Total
Project Costs, prepare for incorporation in the Contract Documents final drawings and Tcchnical Specifications
of sufficient detail to show the gencral scope, extent and detailed character of the \vork to be furnishcd and
performed by the Contractor(s) suitable for use in the project bidding and conslnKtion.
4.3.2. Advisc OWNER of any adjustments to the latest opinion of probable Total Project Costs caused by
changes in general scope, extent or character or design requirements of the Projel:t or Construction Costs.
Furnish to OWNER a revised opinion of probable Total Projed Costs bascd on the Drawings and Specifications.
4.3.3. Prepare for rcview and approval by OWNER, its legal counsel and other advisors, contract agreement
forms, general conditions and supplementary conditions, and (where appropriate) bid fom1s, invitations to bid
and instructions to bidders, special provisions, technical speci fications, and stamhtrd drawings, and other related
contract documents in conformance with the latest edition of the Montana Public Works Standard Specifications
(MPWSS) and City of Bozeman Modifications to MPWSS adopted by the City of Bozeman.
4.3.4. Furnish OWNER six copies of the Contract Documents (including design drawings, spel:i1il:ations and
contral:ts ).
The final Phase will be complete and submitted within
OWNER to ENCiINEER to procecd with that phase of services
.__ calendar days following written authorization from
4.4 BIDDlNC OR NEGOTIATING PHASE
After written authorization to proceed with the Bidding or Negotiating Phasc, ENGINEER shall:
4.4.1. Assist O\VNER in advertising for and obtaining bids or negotiating proposals for construction
contract(s) and record prospective bidders to whom Bidding Documents have been issucd, receive and process
deposits for Bidding Documents aI~d conduct pre-bid conferenl:es.
4.4.2. Provide interpretation or clarification to prospel:tive bidders regarding the Bidding Documents, and
issue addenda as appropriate.
4.4.3. Consult with and advise OWNER as to the acccptability of the prime contractor, subcontractors,
suppliers and other persons and organizations proposcd by the prime contractor(s) (herein call "Contractor(s)")
for those portions of the work as to which such acceptability is required by the Bidding Documents.
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4.4.4. Consult with OWNER concerning and determine the acceptability of substitute materials and
equipment proposed by Contractor(s) when substitution prior to the award of contracts is allowed by the Bidding
Documents.
4.4.5. Attend the Bid opening, prepare bid tabulation, evaluate bids, assess bidders' responsiveness and
responsibility and make award recommendation to OWNER.
4.4,6 Facilitate contract award, and the execution and distribution of the contract documents for construction,
materials, equipment and services. Furnish Owner two original signature sets of executcd contract documents
(including design drawings, specifications and contracts). Furnish contractor with one set of original signature
executed contract documents and up to three sets of construction documents.
4.5 CONSTRUCTION PHASE
The responsibilities of the ENGINEER during the Construction Phasc arc summarized as follows:
4.5. I. GeneraLi\9.!11inistration of Construction C~)~1tracl: ENGINEER shall consult with and advise OWNER
and act as OWNER'S representative as provided in EXHIBIT A- ENGI;\EE:WS STATUS DURING
CONSTR~}J;TION, attached to and made part of this Agreement and may be further provided under the Oeneral
Conditions of the contract documents. The extent and limitations of the authority, duties, and responsibilities of
the ENGINEER on the construction job site as assigned here-in shall not be modified except as the ENGINEER
may otherwise agree in writing. All of OWNER's instruction to Contractor(s) will bc issued through
ENGINEER who will have authority to act on behalf of OWNER to the extent provided in the General
Conditions except as otherwise provided in writing.
In addition to the services provided under Article 10 (Exhibit A) the ENOl NFER shall provide the following
services during construction:
4.5. 1.1 Schedule and conduct a pre-construction conference.
4.5.1.2 Provide personnel, equipment and supplies for construction layout and control, including
establishment of line, grade, and blue top control staking.
4.5. 1.3 Review Contractors' construction schedules and operations, and the Contractors' traffic control
plans and its implementation prior to the start of construction.
4.5.1.4 Ascertain that the Contractor has secured required pem1its needed to accomplish his work.
4.5.1.5 Prepare and provide weekly activity and progress reports to thc City's Task Director.
4.5.1.6 ENGINEER shall provide OWNER copics of all correspondence between thc ENGINEER
and Contractor.
4.5.1.7 Issue stop and resume work orders, in whole or in part, when work IS not or cannot be
performed in accordance with the Contract Documents.
4.5.1.8 Review and approvc, for conformance with the project technical specitications all shop
drawings, and othcr Contractor submittals required by thc Contract Documents.
4.5.1,0 During construction rcview Contractors' construction schedules and evaluate conformance and
progress under the Contract time provisions.
4.5.1.10 Prepare for OWNER'S approval any plan and specitication changcs which due to any initial
design or engineering deficiencies are required to complete the project original dcsign concept.
4.5.1.11 Inspect lhe project and when appropriate, and after conferring with OWt\ER, issue a
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Certificate of Substantial Completion to the Contractor.
4.5. I .12 Prior to recommending final payment, schedule and conduct with the OWNER a tlnal projcct
inspection and submit a report to the OWNER documenting any outstanding items or dctieicncies
requiring correction prior to final payment. Upon satisfactory project completion ENGINEER shall
certify in writing to the OWNER, and any required regulatory agencies, that the construction was
completed in accordance with the approved plans and specifications and is performing in accordance
with the design concept.
4.5.1.13 Eleven months after project substantial completion schedule and conduct with the Owner a
One Year Warranty Inspection of the project and advise the owner in writing whether project
deficiencies exist and if the project is performing in accordance with the design concept.
4.5.2. Reside_rltI?.roject Representative. ENGINEER shall provide a qualitied Resident Project Representative
at the job site to provide observation of the work as provided in EXHIBIT B - A LISTING OF TlI E DUTIES,
RESPONSIBILITIES AND LIMITATIONS OF AUTHORITY OF THE RESIDENT PROJECT
REPRESENTATIVE., attached to and made part of this Agreement.
The ENGINEER shall suhmit to the OWNER, for review and acceptance, the resume of each Resident Project
Representative who may be assigned to the job site during the course of the Project not less than 10 calendar
days prior to the pre-construction meeting. Any subsequent change in the resident representative shall also be
subject to the OWNER'S approval.
4.5.3 Limitatjc).ns of Res.p~)tlsibilities. ENGINEER will not be responsible for CONTRACTOR's means,
methods, techniques, sequences or procedures of construction, or the safety precautions and programs incident
thereto, and ENGINEER will not be responsible for CO>;TRACTOR's failure to perform or furnish the Work in
accordance with the Contract Documents; however, nothing contained in this agreement shall be construed to
release ENGINEER from liability for failure to properly perform duties and responsihilities 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-
Suilts"), (b) written monthly progress reports, and (c) a project notebook containing such correspondence and
documentation as requested by OWNER.
4.7. CONSTRUCTION TESTING
The inspection services shall include material testing and verification of contract compliance with job site requirements,
plans and specifications.
The ENGINEER shall provide and maintain detailed documentation of the following material testing:
1 ) Concrete strength, air content and slump
2) Embankment, trench backfill, and gravel and pavement densitics
3) Aggregate gradations
4) Plant mix strength, flow and asphalt content
!\IUICLE ~_- ADDJTlONAL SERVICES
5.1. If OWNER wishes ENGINEER to perform any of the following Additional Services,
OWNER shall so instruct ENGINEER in writing, and E:\GINEER shall perform or ohtain from others such services and
will he paid therefor as provided in the Agreement:
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5.1.1.
Legal land surveys performed to obtain data for preparing casements and rights-of-way descriptions.
5.1.2. Preparation of applications and supporting documents for govcrnmental agencies in addition to thosc
required under Basic Services; preparation or review of environmental studies and rclated services; and
assistance in obtaining environmental approvals.
5. 1.3. Services resulting from significant changes in the general scope, extent or character of the Project or
major changes in documentation previously accepted by OWNER where changes are due to causes beyond
ENGINEER's control.
5.1.4.
Providing renderings or models.
5.1.5. Preparing documents for alternate bids requested by OWNER for work not executcd or for out-ol~
sequence work.
5.1.6. Providing other services not otherwise provided for in the Agreement, including services normally
furnished by the O\VNER as elsewhere herein described.
5.1.7. Furnishing the services of independent professional associates or consultants for other than Basic
Services.
5.2. When required by the Contract Documents in circumstances beyond ENGINEER's control, ENGINEER shall
perform 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 therefor as provided in this
Agreement:
5.2.1. Services in connection with work directive changes and change orders to reflect the changes requested
by OWNER if the resulting change in compensation for Basic Services is not commensurate with the additional
services rendered.
5.2.2. Services in making revisions to Drawings and Specifications occasioned by the OWNER'S acceptance
of substitutions proposed by Contractor(s); services after the award of each contract in evaluating and
determining the acceptability of an unreasonable or excessive number of substitutions proposed by Contractor;
and evaluating an unreasonable or extensive number of claims submitted by Contractor(s) or others in connection
with the work.
5.2.3. Services rcsulting 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 fire or
other causes during construction, (2) a significant amount of defective or neglected work of any Contractor, (3)
acceleration of the progress schedule involving services beyond normal working hours, (4) default by any
Contractor.
AR:nCLE 6_.~~OMPF;NSATION FOR ENGINEERING ~ERVICE
6.1 hYM-I!--SUl'Il :\CRE-E-~FQ-R---R,..-\SIG-SER"ICES--A:,\J) f:XPENSES.{)I'" E"iCINEE-R
6.1.1 .P;IYf!1.~.!!l :nw--Q-'.\LNE:.g shall ford~sign phase senic~'. perfBn1wd-as Rasic Engine-efing S~r'.'ices under
SE)ctions /1..1 tI~rough 44--B-f:-t4~s-.agr~E)mcnt.pay a total sum-ln thE) amollnl'4j::...~_._.____._ fOf..5-lIch s~r,'ices.
4-.l---.-2-_..,--Pa'.'r!!€)I11-Sch~dL~Ie. -+otal-Gum-ulatinl pa:'mel1l~; for tl\€ dcsign phase .Hlgitl€ering-s€ryic~s (s@ctions-4.+
tH-w\lgh '1.1) shall-not @xceNI thE) follJwing c@ilin:;s:
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$-----"---:::-:==-=+-f(~ % of dcsign,-f-l.'0_}-mHi-J-tlw--l!rc-de,sign Illvcsti-g.alionandPrclimin3.ry-Qcsign-r~0J*m
Have bc€m s~lbmi-H@d to thc--~
s___---=~=-==-----==_ (50% of:-de~~ign f@@) lmtiltM~~.lansand Sp@cif1catioB.5--hav&h@€m submitted..to
tlw-+)--WN-&-R----aH{I-n~"i@w autl~
s--., __ ____ u.------=: (-~.sigfl-fgc_}-Hntil.-thc"pinal Plans and-Sjowcifications ha"c bcc,n.-5u-bmittcd to tll€
~..at~icw-~k;s,
~J- QC!1er-aL Engineer shall submi~~.atci+l€nts for ~.ervic.c5--.roRfJcfC-J, Thc statcmcnls--5~
ba.-5cd,u-~gin@cr's cstintat@ of the proportion of tll..,..tBtal----5€~ctual+y-.wn.l~€t@d at thetimco-f billing,
-5Hb:~-Ul-anY-H-Hl-i-tatwn5-'Hfl-p.aynlcnb b~'"S€d on.wmpktion of tasks or5t"}@{;ifie rctainage re"'lllirclll;.mt~~ pur~~uant
tB-tl-l-c-p.a-yme m-pm-v!.s.ion-5-Bt:-tlw-A gr€cm@nt .
WA E~~5-a1:I@ Expens~~" Only--thos@ cxpenses spe{;i-ltcally id€mtifi,,'dfof-paynwnt under se-l..'tion6-.,2---{}f
this AgrCl'l-lwnt arc reimbursable. All-othcr design.4c.latcd @xpcnscs al"'cin'74Idcd in thc Lump---$um P~'.yrncnt---fuf
~SiB scrvices-,~1,1 through 11.1) an-G--af€ not scparatcly-rcimbursabl€. Additional--~rvicc~~ specific-ally
idt'ntificd tmdCf-tfl-C4wpc of dcsign'Mrvic@s for payment und@r 6.1 arc FlHt s@paratcly rcimbursabIc,
6.2 DIRECT LABOR COST PA YMENT FOR BASIC SERVICES AND EXPENSES OF ENGINEER.
Design phase services performed as Basic Engineering Services under section 4.1 of this agreement, shall be compensated
in accordance with the following:
6.2. I The OWNER shall pay for the Pre-design Investigation an amount not to exceed
except as provided under 6.2.1.2 and 6.2.4.
$26,78,5,00
6.2.1.1 ~9sts Compel1sation. Compensation for these services shall be based on the ENGINEER's
Direct Labor Cost timcs a factor of 3.00 for services rendered which shall cover Direct Labor, Direct
Labor Overhead, General & Administrative Overhead and Profit.
6.2. 1.2 Notifica_tion. At any time that it becomes apparent that the Pre-design Investigation Services
rendered under this Agreement will exceed the negotiated compensation for these services, and prior to
performing services in excess of the contract ceiling, the ENGINEER shall give OWNER written notice
thereof. Promptly thereafter OWNER and ENOINEER shall review the scope and progress of the
project work. ENGINEER shall obtain written authorization from OWNER, prior to any additional
costs being incurred under paragraph 6,2.1 J. If it is determined that due to a change in project scope
under paragraph 5.2.1, the ENGINEER is entitled to additional compensation, OWNER and
E!\GINEER may negotiate terms as provided under 6.2.\.\, 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 F::(ceedingJ~stimated Com.r~l1s[jtion. Except as allowed under 5.2.1, when the total cost
of the original scope Pre-design Investigation Services exceeds the negotiated compensation for these
services. the OWNER shall pay only for the direct costs incurred in excess of the estimated
compensation. These costs consist of an amount equal to the ENOINEER'S Direct Labor Cost times a
factor of ~-,()1 for services rendered which shall include Direct Labor, the federally audited payroll
Direct Labor Overhead, and General & Administrative Overhead costs, but shall not include any
allowance for profit.
6.2.2. Il~imbursa_ble. Expen_se~, as dctined in section 7.4 of this Agrecment, for Basic Services and Approved
^dditional Services shall be paid to the ENGI!\EER by the OW~ER in the actual amount of the costs incurred
up to an amount not to exceed $7,236.@ which includes S 0,~LO.00 for consultants employed by the Engineer
and S 726,00 for all other reimbursable expenses. Thc estimated reimbursable expenses are identified in Exhibit
"C ".
6.2J,
failed Te}LExpenses. The E\GI'\EER shall maintain and provide to the OW1'\ER, a rccord of the
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costs associated with failing quality control tests performed for the OWNER during the course of the
construction of the project and rceommend an amOlll1t the OWNER deduct from the contractor(s) payments.
6.2.4 The OWNER shall pay an amount for f.dditioJ]aJ 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 3.0Q, or an
amount otherwise negotiated at the time such scrvices are requested and approved by the OWNER.
ARTIc::LE 7 ~ lYI~ANIN.G OF TE~MS
7.1 AGREEMENT
As used hercin the term "this Agrcement" refers to the contents of this document and its Exhibits attached hereto and
referred to as if thcy were part of one and the same document.
7.2 CONSTRUCTION COSTS
The construction cost of the entire Project (hercin referred to as "Construction Cost") means the total cost to OWNER of
those portions of the entire Project designed and specified by ENGINEER, but it will not include ENGINEER's
compensation and expenses, the cost of land, rights-of-way, or compensation for or damages to, properties unless this
Agreement so specifies, nor will it include OWNER's legal, accounting, insurance counseling or auditing services, or
interest and financing charges incurred in connection with the Project or the cost of other services to be provided by others
to 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, including, but not limited to, engineers, architects, surveyors, designcrs, drafters,
specification writers, estimators, other technical and business personnel; but does not include indirect payroll related costs
or fringe benefits. For the purposes of this Agreement the principals and employees of the ENGINEER maximum billable
Direct Labor Costs are:
Principals
Project Manager
Senior Engineer
Staff Engineer
Senior Technicians
CADD Drafter
Techn icians
Construction Inspector
Two Person Survey Crew
Clerical
$ 39.20/hour
5\ 28.80/hour
$ 35.40/hour
5> n.50/hour
$ 23.60/hour
$ 16.60/hour
$ 17.70/hour
$ 20.80/hour
5\ 45.80/hour
$ 11.1 O/hour
7.4 REIMBURSABLE EXPENSES
Reimbursable Expenses mean the actual expenses incurred by ENGINEER or ENGINEER's independent professional
associates or consultants directly in connection with the Project, such as expenses for: transportation and subsistence
incidental thereto; obtaining bids or proposals from Contractor(s); subsistence and transportation of Rcsident Project
Representatives and their assistants; toll telephone calls and telegrams; reproduction of reports, Drawings, Speci fications,
Bidding Documents and similar Project-related items: and if authorized in advance by OWNER, overtime work requiring
higher than regular rates. In addilion. when compensation for Basic Services is on the basis of Direct Labor Costs method
of payment, Reimbursable Expenses will also include the amount billed to ENGI0:EER by special consultants employed
10
J
by ENGINEER and authorized by OWNER (other than as an authorized Additional Services) and will also include
expcnses incurred for computer time and other specialized equipment, including an appropriate charge for prcviously
established programs and expenses of photographic production techniques.
A~TICLE 8 - PAXMEN_T P!{OYISIONS
8.1 TII\IES OF PAYMENTS. ENGINEER may submit monthly statements for Basic Services and approved
Additional Services rcndered and for Rcimbursable Expenscs incurred; however, payments shall not exceed the ceilings
provided in 6.1 and 6.2. final payment shall be made only after acceptance of the project by the OWNER. If OWNER
disputes the anlOunt of thc billing, OWNER will notify the ENGINEER in writing within ten (10) calendar days of thc
receipt of bill of the disputc.
8.2 REQUESTS FOR PA YMi':NT. Each request for payment shall include a documentation summary of the
period incremcntal man hours incurred, direct labor rates and billed rates, detail of reimbursable costs, total pcriod billing,
and total cumulative billing. When rcquested by OWNER services for distinct projcct segmcnts shall be accounted and
bi lied separately.
8.3 PA YI\I ENT tiNDER TERMINATION. In the event of termination by the OWNER upon the completion of any
phasc of the Basic Services, progress payments duc ENGINEER for services rendered through such phase shall constitute
total payment for such services. In thc event of such termination by OWNER during any phase of thc Basic Services,
ENGINEER also will be reimbursed for the charges of pre-approved independcnt professional associates and consultants
employed by ENGINEER to render Basic Services, and paid for services rcndered during that phase on the basis of the
p<tyment provisions of the Agreement. In the event of any such termination, E:\GINEER will be paid for unpaid pre-
approved Additional Services and unpaid Reimbursable Expenses which arc authorized under this agreemcnt.
ARTlCLEJl.: GEI'!E_RAL CQNSIDf:RATION~
9,1 TERMI:'IIATlON OF AGREEMENT
9.1.1 The sole right is hereby rcserved 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 I f termination for default is effected by the OWNER, an equitable adjustment in the price provided for
in this Agreement shall be made, but (I) no amount shall be allowed for anticipated profit on unperformed
services or other work, and (2) any payment due to thc ENGINEER at the time of termination may bc adjusted to
cover any additional costs to the OWNER because of the ENGINEER's default. I f termination for convenience
is effected by the OWNER, the equitable adjustment shall include a reasonable profit. as determined by owner,
for services or other work performed. The equitable adjustment for any termination shall provide for payment to
the EN(iINEER for services rendered and expenses incurred prior to the termination. in addition to termination
settlement costs reasonably incurred by the ENGINEER relating to commitments which had bccome firm prior to
the termination.
9.1.3 Upon receipt of a termination action under paragraph 9.1.2, the ENCiI'\EER shall (I) promptly
discontinue all affected work (unless the notice directs otherwise), and (2) deliver or otherwise make available to
the OWNER within tcn (10) days copies of all data, design drav,ings, specitieations, reports, estimates,
summaries and such other information and materials as may have been accumulakd by the ENGINEER in
pcrforming this Agreement, whether completed or in process.
9.1.4 In the event this Contract is terminated prior to completion, the original copics of the FNGINEER'S
data, recommendations, plans, specifications, analysis and other related documents prepared by the ENGINlER
prior to said termination shall be delivered to and become the property of the OWNER.
II
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 Agreement.
9.1.6 OWNER'S right to terminate 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 cxpenditures incurred as to the
performance of the services by the ENGINEER hereunder shall be made available to the OWNER, or their authorized
representatives for audit and review, at the ENGINEER'S respectivc offices at all reasonable times during the contract
period and for three years from the date of final payment.
9.3 EMPLOYi\lENT
The ENGINEER warrants that he has not employed or retained any company or persons, other than a bona fide employee,
working solely for the ENGINEER, to solicit to secure this contract, and that he has not paid or agreed to pay any
company or person, other than bona fide employees working solely for the ENGI1'\EER, any fee, commission, percentage,
brokerage fcc, gifts or any other considerations contingent upon or resulting from the award or making of this Contract.
for breach or violation of this warranty, the OWNER shall have the right to annul the Contract without liability or in its
discretion to deduct from the price or consideration or otherwise recover the full amount of such fee, commission,
pen.:entage, brokerage fee, gift or contingent fee.
All employees of the ENGINEER or other persons while engaged in the performance of work or services required by the
ENGINEER shall be considered employees of the ENGINEER only and not of the OWNER
9,4 NONDISCRIMINATIO(\;
The ENGINEER will not discriminate on the basis of race, color, religion, creed, political ideas, sex, age, marital status,
national origin or disability in employment or provision of services. The ENGINEER shall be subject to and comply with
Title VI of the Civil Rights Act of 1964; Section 140, Title 2, United States Code, and all regulations promulgated
thereunder,
9.5 SUBLETTING OR ASSIGNING OF 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. I f 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 whieh arc Illade necessary as a result of the initial non-performan..:e or the re-performance of
services. The OWNER's rights herein arc in addition to any other remedies the OW;\ER ma: have under the law.
9.7 LEGAL RELATIONS
9.7.1 The ENGINEER shall comply with all Federal, State, and Local laws and ordinances applicable to the
work to be done.
12
9.7.6 The ENGINEER shall perform this agrcement as an independcnt contractor. and as such, is rcsponsible
to thc OWNER only as to the rcsuIts to be obtained in the work herein specified, and to the extent that
thc work shall be donc 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,
bcing rcsponsibIe for any required payroll deductions and providing required benefits, such as, but not
Iimitcd to, worker's compcnsation with statutory limits, and unemployment insurancc.
9.7.2 The ENGINEER agrees to indemnify, hold harmless, and defend the O\V-;\ER, its officers, directors,
agents, and employees from and against any suits, causes of action, claims, demands, damagcs, costs,
cxpenses, obligations, and liability of any character, including attorney's fees, arising out of or resulting
from or in connection with the ENGINEER's negligent pcrformance of the serviecs specified in this
agreement. In the event the OWNER is found proportionately responsible, the ENGINEER will be hcld
rcsponsible only for those damages, costs, attorney's fees, and liabilities as arc attributable to the
ENGINEER's percent offault as compared with 100% of the fault giving rise to the damagcs.
9.7.3. The ENGINEER agrees to indemnify, hold harmless and defend thc O\\SER, its officers, directors,
agents, and employees from and against any suits, causcs 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 performancc of the services specified in
this agreement. In the event the OWNER is found proportionately responsiblc, thc ENGINeER will be
held rcsponsible only for those damages, costs, attorney's fees, and liabilitics as are attributable to thc
ENGINEER's percent oft:1tdt as compared with 100% ofthc fault giving rise to the damagcs.
9.7.4 In an appropriate case in which attorncy's fees arc awarded to the O\\'"ER following a wrongful
refusal of a tendcr of defcnse, said fees may include fees and saIaI)' paid by the OWNER to the City
^ttorney or othcr in-housc 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.
9.8 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 accept cd by the OWNER, insurance coveragc naming the OWNER as additional insured with mininHlI1l
insurance covcrage as follows:
13
."
Iyp_,,-of Co\,er~
Limits
Employers' LiabiJity~
$100,000 per accidcnt
Ger_leral LiabiIi!r
Bodily--'njury & Pr.or.s:.!1Y
DQ!lHHle Single and combined
$ 1,000,000 per accident
0_utomobile:
Bodily Inj!!!:y covering all
automobiles, trucks,
tractors, trai lers, or
other automotive equip-
ment whether ov-med or
rented by Engineer or
owned by employees of
Engineer.
~.50Q-,900 each person
$1 ,OQQ,OQQ each occurrence
!)operly Qamagc covering
all automobiles, trucks,
tractors, trai lers or other
automotive equipment whether
owned or rented by Engineer
or owned by employees of
Engineer
~?OO,OOO each occurrence
OR
130gily Injury.& Propcrty
Qamage Single and combined
$ 500,OQ9 each occurrence
In addition to the above insurance coverage, the ENGINEER shall secure and maintain, until thc work is completed
and accepted by the OWNER, and without naming OWNER as an additional insured, professional errors and
omissions coverage as follows:
ProfessiollaI Error?~ Omissiol1.~
$ I ,00Q."QOQ__per claim and
aggregate each occurrence
9.9 ENDORSEMENT
The ENGINEER shall place his cndorsement on all drawings and other data furnished by him.
9.10 OWNERSIIII' OF DOCUMENTS
The parties admit and agree thc documents produced under this agreement are not intended or reprcscntcd to be suitable
for reuse by OWNER or any other individual on any other project. Any reuse without written verification or adaptation by
ENGINEER will be at OWNER's sole risk and without liability or legal exposurc to E\GI:-:EER, or to E\G!:-:EER's
independent professional associates or consultants. Files in electronic media format of text. d:lta, graphics, or of other
types that are furnished by ENGINEER to OWNER are only for convenience of owncr. Any conclusion or information
obtained or derivcd from such electronic files will bc at the user's sole risk.
14
..
..'
9.1 I PIIBLlC 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 disl.:overies
or inventions shall be joint property of the ENGINEER and the OWNER. Provided that the OWNER, state agencies or
political subdivisions and the United States Government shall have the irrevocable, nonexclusive, nontransferable and
royalty-free license to use each invention in the manufacture, use and disposition, according to law, of any article or
materi,li, and in the use of any mcthod that may bc developed as part of the work described and contemplated herein.
9.13 RECORDS
The ENGINEER shall maintain accounting records and other evidence pertaining to thc l.:ost incurred and to make the
rel.:ords available at all reasonable times during the Contract term and for one (I) year from the date of final payment.
Such accounting records and other evidence pertaining to the cost incurrcd 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
representatives, successors and assigns of the respective panics.
9.15 ATTORNEY'S FEES AND COSTS
That in the event it becomes necessary for either Party of this Contract to retain an attorney to enforce any of the terms or
conditions of this Contrad 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 includc City
Attorney.
9.16 MODIFICATIONS AND AI\IENDMENTS
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 dOl.:ument and shall after execution b.ecome a part of this Contract.
15
.
In witness Whereof, the Parties hereto do make and execute this Agreement.
CITY OF BOZEMAN, MONTANA
!dY:".':;".c ~ ------.~~."...-
- (City Manager)
DATE: September 10, 2001
ATTEST:
BY~./~
(Clerk of Commission)
APPROVED AS TO FORM
BY.~-
(Ci tt<. lCY)'
---=
ENGINEER
ByJ-~--e ~~k
~r~~id~nt)
DATE ~~\':i.\1..\ Lee \
16
,
EXHIBIT A
TO AGREEMENT RETWEEN OWNER AND ENGINEER FOR PROFESSIONAL SERVICES
ENGINEER'S STATUS DURING CONSTRUCTION
This Exhibit is attachcd to, made a part of and incorporated by reference with the Agreement made on
__, _ .._.between ~ITY OF DOZL~_~N (OWNER) and MORRISON-MAIERLE, INC.
(ENGINEER) providing for professional engineering services.
ARTt(!,.~)O - EN~;II''t~ER'S STATUS DURING C()NSTRI)<:::,,IION
10.1. OWNER'S REPRESENTATIVE
ENGINEER will be OWNER's represcntative during the construction period. The duties and responsibilities and thc
limitations of authorily of' ENGINEER as OWNER's representative during construction are set forth in the Contract
Documents and shall not be extended without written consent of OWNER and ENGINEER.
10.2. VISITS TO THE SITE
ENG lNEER will make visits to the site at intervals appropriate to the various stages of construction to observe the
progress and quality of the executed Work and to determine, in general, if the Work is procceding in accordance
with the Contract Documents. ENGINEER will not be required to make exhaustivc or continuous on-site
inspcctiollS to check the quality or quantity of the Work. ENGINEER's eff0l1s will be directed toward providing for
OWNER's greatcr degree of confidence that the completed Work will conform to the Contract Documents. On the
basis of such visits and on-site observations as an expericnccd and qualified design professional, ENGINEER will
keep OWNER informed of'the progress of the Work and will endeavor to guard OWNER against defects and
deticiencies in the Work.
10.3. PROJECT REPRESENTATION
IfO\VNER and ENGINEER agrec, ENGINEER will furnish a Resident Project Representative to assist ENGINEER
in observing the performancc of the Work. The duties, responsibilities and limitations of authority of any such
Resident Project Represcntative and assistants will be as provided in EXHIBIT D, A L1~TI~.G OF THE DlJT!!:=S,
RESP_QNSIBILITIJ::S AND L!lVIITATIONS OF__ AUTHORITY O..=._._J:.I::!~."J{ESIDENT PI~().IECT
REPRESENTATIVE,
lOA. CLARIFICATIONS AND INTERPRETATIONS
ENGINEER will iSSllC with reasonable promptness such written clarifications or interpretations of the requiremcnts
of the Contract Documents (in the form of Drawings or othcrwise) as ENGINEER may determine necessary, which
shall bc consistent with or reasonably inferable from the overall intent of the Contract Documents. If
CONTRACTOR believes that a written clarification or interpretation justifies an increase in the Contract Price or an
cxtcnsion of thc Contract Time and the parties are unable to agree to the amount or extent thereof, CON'rRACTOR
may make a claim therefor as provided in the General Provisions of the construction Contract Document.
!CU. AUTHORIZED V AHIATIONS IN WORK
ENGINEER may authorize minor variations in the Work from the requirements of the Contract Documents which
do not involve an adjustmcnt in the Contract Price or the Contract Time and are consistent with the overall intent of
the Contract Documcnts. These may be accomplished by a Field Order and will bc binding on OWNER, and also
on CONTRACTOR who shall perform the Work involved promptly. If CONTRACTOR believes that a Field Order
justifies an increase in thc Contract Price or all extension of the Contract Time and the parties arc unable to agree as
.
to the amount or extent thereof, CONTRACTOR may make a claim therefor as provided in the General Conditions
of the 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 havc authority to require special inspection or testing of the Work as provided in the General Provisions of the
construction Contract Document whether or not the work is fabricated, installed, or completed.
10.7. SHOP DRAWINGS, CHANGE ORDERS AND PAYMENT
10.7.1. The ENGINEER's responsibility for Shop Drawings and samples shall comply with the shop drawing
provisions of the General Provisions of the construction Contract Document
10.7.2. The ENGINEER's responsibilities for Change Orders shall comply with the changc order provisions of
the General Provisions of the construction Contract Document.
10.7.3. The 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 determine the actual quantities and classifications of Unit Price Work performed by
CONTRACTOR. ENGINEER will review with CONTRACTOR the ENGINEER's preliminary determinations on
such matters before rendering a writtcn recommendation thereon (by recommendation of an Application for
Payment or otherwise) to OWNER.
10.9. DECISION ON DISPUTES
10.9. I. ENGINEER will Ie tht; initial interpr<:tt;r of the requir<:m<:nts of tht; Contract Doculll<:nts and judge of the
acceptability of th<: Work tht;rcund<:r. Claims, disput<:s and other malt<:rs rdating to the acccptnbility of the Work or the
int<:rprctation of thc r<:quircmenls of th<: Contract J)ocum<:nls pertaining to th<: p<:rformance ,llld furnishing of t1l<: Work and
claims under Th<: (,eneral Conditions of th<: Construction Contract in r<:sp<:ct of changes in thc Contract Price or Contmcl
Tilne will be referr<:d initially to ENGINEER in writing with a r<:quest for a formal decision in accordanc<: with this
paragr,lph, which ENGINEER will rcnd<:r in writing within a r<:,lsonablc time. Written notic<: of each such claim, dispule
and oth<:r matter shall be promptly report<:d and copicd to the OWNER,
10,9,2. When functioning as int<:rprctcr und<:r paragraphs 10.8 and 10,9.1, ENGINEER will not show partiality to
OWNER or CONTRACTOR and lvill not be liabk in connection II ith uny int<:rprelation or decision rcndered in good faith
in such capacity. The rend<:ring of a decision by ENGINEER pursuant to paragraphs 10.8 and 10.9.1 with rcspect to any
such claim, disputc or oth<:r m,ltter will be a condition precedent to ,1I1Y cx<:rcis<: by OWNER or CONTRACTOR of such
rights or rem<:dies as citll<:r lllay otherwis<: havc umkr thc Contract Documents or by Laws or Regulations in rcsp<:ct of any
such claim, dispute or other matter.
;
10.10.
LIMITATIONS ON ENGINEER'S RESPONSIRILITIES
10.10.1. Neither EN(iINEER's authority to ,lctunder this Article or clsc\vhere in tht: Contract Documents nor any lkcision
made hy ENGINEER in good faith either to exercis<: or not ex<:rcise such authority shall give rise to any duty or
responsibility of ENGINI.:ER to CONTRACTOR. ,lilY Sub-eontnlctor, any Supplier, or any othcr p<:rson or organization
pcrforming any of the \Vork. or to any surety for any of them.
10.10.2. Whenever in the Contract Doeum<,nts the t.:rms "as ordcred". "as dirccted". "as required". "as allowed". "us
appro\cd" or terms of lik<, cffcet or import arc used, or the adjt:ctives "rcasonilbk". "suitahle". "ucct:ptuhle", "proper" or
"satisl'ilctory" or udjectives of likc cfJt:ct or import an: ust:d to describe ,\ r<,quirelllent. dirt:elion. revicw or judglllent of
ENCilNEER as to the Work, it is intencled that such rt:quirement. din;ctioll, rcview or judgment \Iill bt: solely to evaluate thc
\Vork for compliance \vith the Contract Documents (unless there is a spccitk slalern<,nt indicating olherwisc). The usc of
any such term or ildj<,ctivc shall not be effective to assign to ENGINEER illlY duty or authority to supervise or direct lhe
furnishing or p<,rfonmlllc<, of the Work or any duty or authority to undertake responsihility contr<lrY to the provisions of
paragraph 4.5.3.
-'
EXHIBIT B
-,._._~._-
TO AGREEMENT BETWEEN OWNER AND
ENGINEER FOR PROFESSIONAL SERVICES
A LISTING OF THE DUTIES, RESPONSIBILITIES AND
LIMITATIONS OF AUTHORITY OF THE RESIDENT PROJECT REPRESENTATIVE.
This Exhibit is attached to, made a part of and incorporated by reference with the Agreemcnt madc on -
between CIT'::OF B,QZEI\lAN (OWNER) and MORRISON-MAIERLE, INC. (ENGINEER) providing for
professional engineering services.
ARII~LE_J~_DUTIES, RESPON~JBILITIJ~S AN[)_ LlMI1ATIONS OF_ AUTHOBJTY pF THE
RE~J[)~NTrRO.J ECT ~.E:PRES~NT AILVE
ENG lNEER shall furnish a Resident Project Representative (RPR), assistants and other field staff to assist
ENG I NEER in observing performance of the work of Contractor.
Through morc extensive on~site observations of the work in progress and field checks of lTIaterials and equipment by
the RPR and assistants, ENGINEER shall cndeavor to providc further protection for OWNER against defects and
ckficiencies in the work of CONTRACTOR; but, the furnishing of such services will not make ENGINEER
responsible for or give ENGINEER control over construction means, methods, techniques, sequences or procedures
or for safety precautions or programs, or responsibility for CONTRACTOR's failure to perform the Work in
accordance with the Contract Documents and in particular the specific limitations set forth in section 8.5 of the
Agreement arc applicable.
The duties and rcsponsibilities of the RPR are limited to thosc of ENGINEER in this agreement and III the
construction Contract Documents, and are further limited and described as follows:
11.1. GENERAL
RPJ{ 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 mat1crs pel1aining to the on-site work shall
in general be with ENGINEER and CONTRACTOR keeping OWNER advised as nccessary. RPR's dcalings with
subcontractors shall only be through or with the full knowledge and approval of CONTRACTOR. RPR shall
generally communicate with OWNER with the knowledge of and under the direction of ENGINEER.
11.2. DUTIES AND RESPONSIBILITIES OF RPR
\1.2. I. ~chedule~: Review the progress schedule, schedule of Shop Drawing submittals and schedule of
values prepared by CONTRACTOR and consult with ENGINEER concerning acceptability.
] 1.2.2. S;:onferenfes and Meetings: Attend meetings with CONTRACTOR, such as prcconstruction
conferences, progress meetings, job conferences and the project-related meetings, and preparc and circulate
copies of minutes thereof.
11.2.3.
Liaison:
I1.2.3.1.Serve as ENGINEER's liaison with CONTRACTOR, working principally through
CONTRACTOR's superintendcnt 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 dctails or information, wht:n rcquired for proper
e.xecution of the Work
I 1.2.4. ?hop Draw!!]gsiI!ld Sar!]plcs:
I 1.2.4. L
Record date of receipt of Shop Drawings and samples.
11.2.4.2.
Receive samples which arc furnished at the site by CONTRACTOR, and notify
ENGINEER of availability of samples for examination.
11.2.4.3.
Advise ENGINEER and CONTRACTOR of the commencement of any Work
requiring Shop Drawing or sample if the submittal has not been approved by
ENGINEER.
I 1,2.5. Revievv,of Work,i{ej<,:(;tion of Defe(;tiv_e_W.()~k, Inspectil)I1Si!lld'I".ests:
11.2.5. I .Conduct on-site observations of the Work in progress to assist ENGINEER Itl
determ in ing if the Work is in general proceeding in accordance with the Contract Documents.
I 1.2.5.2. Report to ENGINEER whenever RPR believes that any Work is unsatisfactory, faulty or
defective or does not confornl to the Contract Documents, or has becn damaged, or does not meet
the requircments of any inspection, test or approval required to be made; and advise ENGINEER
of Work that RPR believes should be COITected or rejected or should be uncovered for observation,
or requires special tcsting, inspection or approval.
I 1.2.5.3. Verify that tests, equipment and systcms startup and operating and maintenance training
are conducted in the presence of appropriate personnel, and the CONTRACTOR maintains
adequatc records thereof; and observc, record and rep0l1 to ENGINEER appropriate details
relative to the test procedures and startup.
II ,2.5.4.Accompany visiting inspectors representing public or other agencics having jurisdiction
over the Project, record the results of these inspections and report to ENGINEER.
I I .2.6, !11,l~rpretatioIl of Contract Qocuments: Report to ENGINEER when clarifications and
interpretations of the Contract Documents are necded and transmit to CONTRACTOR clarifications and
interpretations as issued by ENGINEER.
11.2.7. Modifications: Consider and evaluate CONTRACTOR's suggestions for modifications It1
Drawings or Specifications and report with RPR's recommcndations to ENGINEER. Transmit to
CONTRACTOR decisions as issued by ENGINEER.
11.2.8. Records:
11.2.8.1. Maintain at the job site orderly tiles for con'espondence, reports of job conferences, Shop
Drawings and samples, reproductions of original Contract Documents inclutling all Work
Directivc Changes, Addenda, Change Orders, Field Orders, additional Drawings issued
subsequent to the cxecution of the Contract, ENGINEER's clarifications and interpretations ofthc
Contract Documents, progress reports, and other Project related docllments.
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 standby, data relative to questions of Work Directive Changes, Change Orders or
changed 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 equipmcnt.
I 1.2.9. Re~orts:
I 1.2,9. I. Furnish ENGINEER periodic rcports as required ,)f progress of the Work and of
CONTRACTOR's compliance with the progress scheclule and schedule of Shop Drawing and
sample submittals.
11.2.9.2,Consult with ENGINEER 111 advance of scheduled major tests, inspections or star1 of
impOt1ant phases of the Work.
1 1.2.9.3. Drat't proposed Change Orders and Work Dircctive Changes, obtaining backup material
from CONTRACTOR and recommend to ENGINEER Change Orders, Work Directive Changes,
and Field Orders.
I 1.2.9.4. Report immediately to ENGINEER and OWNER upon the occurrence of any aecidcnt.
11.2. 10. PaY!]lcnJ Requests: Review applications for payment with CONTRACTOR for compliance with
thc established procedure for their submission and forward with recommendations to ENGINEER, noting
particularly the relationship of the payment requested to the schcdule of values, Work completed and
materials and equipment delivered at the site but not incorporated in the Work.
11.2.11. Cer~i0(;ates, Mainte!lanCe_and Ql?E:Eati~~!1_Manuals: During the course of the Work, verify that
cel1ificates, maintenance and operation manuals and other data required to be assembled and furnished by
CONTRACTOR are applicable to the items actually installed and in accordance with the Contract
Documents, and have this material delivered to ENGINEER for review and forwarding to OWNER prior to
final payment for the Work.
11.2.12. Completion:
11.2.12. I. Submit to CONTR^CTOR, and ENGINEER a list of observed items requiring
completion or correction before ENGINEER may issue a Cel1ificate of Substantial Completion.
11.2.12.2 ^ssess completion or correction of items noted under 11.2.12. I, advise ENGINEER on
their status, and make recommendation to Engineer regarding issuance of a Certificate of
Substantial completion.
11.2.12.3, Conduct final inspection in the company of ENGINEER, OWNER, and
CONTRACTOR and prepare a final list of items to be completed or cOlTected.
11.2.12.4. Observe that all items on final list have been completcd or corrected and makc
recommendations to ENGINEER concerning final acceptance.
11.3. LIMITATIONS OF AUTHORITY
Resident Project Reprcsentative:
11.3, I, Shall not authorize any dc::viation from the Contract Documents or substitution of matcrials or
equipments, unless authorized by ENGI0JEER
I 1.3.2. Shall not exceed limitations of El'GINEER's authority as set fonh In the Agrct:mcnt or the
Contract Documents.
'" '
.
. . .
11.3.3. Shall not undertakc any of the responsibilitics of CONTRACTOR, subcontractors or
CONTRACTOR's superintendcnt.
1 1.3.4. Shall not advise on, issue dircctions rclativc to or assume control over any aspect of thl: Incans,
mcthods, techniques, sequcnces 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 rcgarding or assume control over safety prccautions 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 authorizc OWNER to occupy the Project in whole or in pm1.
1 1.3.8. Shall not participatc in specialized field or laboratory tests or inspections conducted by others
except as specifically authorized by ENGINEER.
E.- \DOClIlIIl'nlslLegal Forlllsl['rojcss. .',en', ..Igr Fill llpd
3/2fJ1(} I
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Exhibit C: Engineering Fee Estimate
City of Bozeman Durston Road SID Formation
STAFF HOUR ESTIMATE
TASK
Task 1 .Coordinate with County Officials
Project Direction/Kickoff Meeting
Meet with County Road Office
Meet with County Attorney
Meet with County Commissioners
TOTAL
HOURS
PROJECT LAND CADD
PRINCIPAL MANAGER ENGINEER SURVEYOR DRAFTER
GPS
TECH
ENGR
TECH
CLERICAL
4
3
4
7
2
2
3
2
2
2
3
2
Task 3-preliminary Investigations
Right-of-way analysis 36 8 16 8
Waivers of right to protest evaluation 4 8
Task 4.Pre.Deslgn Engln
Identify 2 alternative secti
Utilities impact investigation
C.oordinate with NTL for geot~
Task 5-District Fonnation
Finalize spreadsheets 16 4 12
Presentation to City Commission for Res. of Intent 8 2 2 4
Presentation for Public Hearing 20 8 4 8
SUBTOTAL OF STAFF HOURS REQUIRED 333 2 67 73 20 48 8 26 89
HOURLY DIRECT LABOR, PAYROLL 8. OVERHEAD COST $118.00 $86.00 $68.00 $68.00 $50.00 $64.00 $53 00 $33 00
LABOR COST BY POSITION $236 $5.762 $4.964 $1.360 $2.400 $512 $1,378 $2,937
TOTAL DIRECT COST OF LABOR, OVERHEAD, PROFIT: $19,549
NUMBER UNIT TOTAL
REIMBURSABLE EXPENSES DESCRIPTION UNITS UNITS COST COST ASSUMPTIONS
Subsistence Per Diem days $23.00
Automobile Transportation
Mileage miles 50 $0.32 $16.00
Time hours $4.00
Subcontracted Services: Property Research Is 1 $2,010.00 $2,010.00 American Land Title: 5 min per parcel
Subcontracted Services:Geotechnical Is 1 $4,50000 $4,500.00 NTL (pre-design phase)
General Printing sheets 250 $0.10 $25.00
Plan Printing sheets 15 $0.60 $9.00
Technical Support hours 333 $2.00 $666.00
Postage/F reight each 1 $10.00 $10.00
Miscellaneous Is
TOTAL DIRECT EXPENSES $7,236.00
LABOR COST
COST DESCRIPTION EXPENSE eEl LING
Direct Labor $19,549 $19,549
Direct Expenses $7.236 $7,236
TOTAL: $26,785
..
if'
AMENDMENT NO. 1 TO
PROFESSIONAL SERVICES AGREEMENT
FOR
DURSTON ROAD IMPROVEMENTS
MMI. No. 417.035
THIS IS AN AGREEMENT made as of October 18 ,2004, between
THE CITY OF BOZEMAN, a Municipal Corporation, P.O. Box 1230, Bozeman, Montana,
59771-1230 (OWNER) and Morrison-Maierle, Inc., P.O. Box 1113, Bozeman, Montana, 59771-
1113 (ENGINEER).
WHEREAS the parties previously entered into a Professional Services Agreement dated
September 10, 2001, herein referred to as the Original Agreement, for professional engineering
services to provide a Pre-design Report, and assist the City with Special Improvement District
Formation relating to widening West Durston Road between N. 19th Avenue and Fowler Avenue;
and
WHEREAS, the parties desire to amend provisions of the Original Agreement to include
preliminary design, final design, and bidding and negotiating engineering services for the West
Durston Road improvements; and
WHEREAS, the parties desire to amend provisions ofthe Original Agreement to increase the
scope of work and maximum allowable amount of payment to Engineer for services and expenses.
NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS
CONTAINED HEREIN, the parties agree as follows:
Article 1 - En2ineerine Services
1.1 The detailed description of specific project components is amended as follows:
Task lA
Conduct Public Meeting
Prepare for and facilitate a general public meeting for all affected property owners, City and
County, prior to County Commission consideration of a joint resolution to include County
properties within the Special Improvement District.
Task 6
Preliminary Design Phase
Based on the approved Durston Road SID Pre-design Report, provide preliminary design
phase services as described in this agreement. Assist the Owner in obtaining right-of-way for
the remaining seven parcels along the project corridor by initiating correspondence with the
property owners and making initial offers to purchase the necessary right -of-way easements.
1
Correspondence will include up to two offers to each of the seven property owners. If a
purchase agreement is not reached after the second offer, the original right-of-way documents
will be forwarded to City Staff for condemnation proceedings. Preliminary correspondence
will be initiated with individual property owners along the corridor to discuss impacts the
road project will have on each individual property and plans to mitigate the impacts.
Correspondence with private utility companies (Northwestern Energy, Qwest, and Bresnan
Communications) will continue and expand on that established during the pre-design phase
of the project. Additional survey work on affected private properties and utilities will be
completed as necessary. Preliminary plans and specifications will be prepared for the road,
water, sewer, and drainage improvements, traffic design for signing and striping, private
property mitigation, and construction traffic control. Preliminary plans will be submitted for
review and comment to the City of Bozeman and MDEQ. Construction permit applications
will be submitted for the MPDES Storm Water Discharge Permit, 310 permits for culvert
crossings, and groundwater discharge associated with construction activity.
Task 7
Final Design Phase
Based on approved preliminary design documents and after written authorization to proceed,
provide final design phase services as described in this agreement. Correspondence with
individual property owners will continue in an effort to effectively mitigate impacts of the
new roadway to these residences. Correspondence with private utility companies will
continue in preparation for the construction phase. Plans and specifications will be finalized
and bid packages will be prepared.
Task 8
Bidding or Negotiating Phase
Based on approved final design documents and upon written authorization by the Owner to
proceed, provide bidding and negotiating phase services as described in this agreement.
Work will entail assisting the City ofBozemml with advertising the project for public bid and
will include addressing questions that surface during the bidding process and preparing
addenda to the bid package as necessary to clarify these questions, attending the bid opening,
tabulating the bids, and making a recommendation to the City of Bozeman for awarding the
construction contract. Also included in this phase is the preparation and delivery of the
construction contracts to the apparent low bidder and review ofthe executed contracts, bonds
and insurance documents.
ARTICLE 3 - OWNER'S RESPONSIBILITIES
Section 3.1 ofthe Original Agreement is amended as follows:
3.1 The OWNER shall name a Task Director who shall be the liaison between the ENGINEER
and the OWNER during the DESIGN segment ofthe Project. The Task Director designated shall be
Sue Stodola, P.E.
2
6.1 LUMP SUM PAYMENT FOR DESIGN SERVICES AND EXPENSES OF
ENGINEER
ARTICLE 4 - BASIC ENGINEERING SERVICES
Section 4.2 and 4.3 of the Original Agreement is amended to include the following:
4.2 PRELIMINARY DESIGN PHASE
The Preliminary Design Phase will be completed and submitted within 150 calendar days following
written authorization from OWNER to ENGINEER to proceed with that phase of services.
4.3 FINAL DESIGN PHASE
The Final Design Phase will be completed and submitted within 60 calendar days following written
authorization from OWNER to ENGINEER to proceed with that phase of services.
ARTICLE 6 - COMPENSATION FOR ENGINEERING SERVICE -
Sections 6.1.1, 6.1.2 and 6.1.4 of the Original Agreement are amended to include the following:
6.1.1.1 Payment. The OWNER shall for design phase services performed as Basic
Engineering Services under sections 4.2 through 4.4 of this agreement pay a total sum in the
amount of $226,070 for such services.
6.1.2.1 Payment Schedule. Total cumulative payments for the design phase engineering
services (sections 4.2 through 4.4) shall not exceed the following ceilings:
$158,200 (70% of design fee) until the Preliminary Plans and Specifications have been
submitted to the OWNER and review authorities.
$210,200 (93% of design fee) until the Final Plans and Specifications have been submitted to
the OWNER and review authorities.
$221,500 (98% of design fee) until the Engineer provides a recommendation to the City of
Bozeman regarding the award of the Construction Contract.
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 speci fie retainage requirements pursuant to the payment provisions of
the Agreement .
6.1.4 Reimbursable Expenses. Only those expenses specifically identified for payment
under section 6.2 ofthis Agreement are reimbursable. All other design related expenses are
3
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included in the Lump Sum Payment for the Basic services (4.2 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 DIRECT LABOR COST PAYMENT FOR BASIC SERVICES AND EXPENSES
OF ENGINEER.
Section 6.2.1 ofthe Original Agreement is amended as follows:
6.2.1 The OWNER shall pay for the Pre-design Investigation an amount not to exceed
$48,185.00 except as provided under 6.2.1.2 and 6.2.4.
ARTICLE 7 -MEANING OF TERMS
7.3 Direct Labor Cost
Section 7.3 of the Original Agreement is amended as follows:
For the purposes of this Agreement the principals and employees of the ENGINEER maximum
billable Direct Labor Costs are:
Principal
Project Manager
Senior Engineer
Project Engineer
Staff Engineer
Senior Technician
CADD Drafter
Technician
Construction Inspector
Two Person Survey Crew
Clerical
$ 46.20/hour
$ 34.30/hour
$ 34.30/hour
$ 25.00/hour
$ 22.67/hour
$ 19. OO/hour
$ 17.67/hour
$ 17.67/hour
$ 25.00/hour
$ 45.80/hour
$ 15.00/hour
Except as specifically amended herein, the Original Agreement shall remain in full force and effect
and the parties shall be bound by all terms and conditions therein.
4
Ii>
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In witness whereof, the Parties hereto do make and execute this Agreement.
CITY OF BOZEMAN, MONT ANA
MORRISON-MAIERLE,INC.
ByC~A.~
(City Manager)
DATE: October 18. 2004
BY:
=--,
DATE: ~-7
C) '/) /) /" ~
1,-' --- ~_. //~.C._ "-
(Vice-President),
(-,- \"'))('1
<::::9 <::~ D Or ex L' ....
v
::~J~
(Clerk of Commission)
H:\0417\035\docs\PSA Amendment Ii] .1.doc
5
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AMENDMENT NO.2 TO
PROFESSIONAL SERVICES AGREEMENT
FOR
DURSTON ROAD IMPROVEMENTS
MMI. No. 417.035.02
THIS IS AN AGREEMENT made as of Apri 1 18 ,2005, between
THE CITY OF BOZEMAN, a Municipal Corporation, P.O. Box 1230, Bozeman, Montana,
59771-1230 (OWNER) and Morrison-Maierle, Inc., P.O. Box 1113, Bozeman, Montana, 59771-
1113 (ENGINEER).
WHEREAS the parties previously entered into a Professional Services Agreement dated
September 10, 2001, herein referred to as the Original Agreement, for professional engineering
services to provide a Pre-design Report, and assist the City with Special Improvement District
Formation relating to widening West Durston Road between N. 19th Avenue and Fowler Avenue;
and
WHEREAS, the parties amended the provisions of the Original Agreement with Amendment
No.1, dated October 18, 2004, to include preliminary design, final design, and bidding or negotiating
engineering services for the West Durston Road improvements; and
WHEREAS, the parties desire to again amend provisions of the Original Agreement to
include an evaluation of the levels of service on the Durston Road corridor between N. 19th A venue
and Cottonwood Road prior to completion of the proposed improvements.
NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS
CONTAINED HEREIN, the parties agree as follows:
Article 1 - Ene:ineerine: Services
1.1 The detailed description of specific proj ect components is amended as follows:
Task 9
Corridor Evaluation
Collect detailed information on existing traffic conditions and evaluate the current and near-
term future levels of service on a roughly two-mile long segment of Durst on, west ofN. 19th
Avenue, in its current configuration as a two-lane roadway. Establish service volumes
corresponding to various levels of service, and identify the conditions used to derive same.
Correlate said service volumes to residential dwelling units in the area.
Prepare a short narrative report to further explain the data, methodologies, and assumptions
used, and the results.
1
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ARTICLE 6 - COMPENSATION FOR ENGINEERING SERVICE
Section 6.2.4 of the Original Agreement is amended as follows:
6.2.4 The OWNER shall pay a lump sum amount of $13,500.00 for Task 9 Corridor
Evaluation as an Additional Service rendered by the ENGINEER.
Except as specifically amended herein, the Original Agreement shall remain in full force and effect
and the parties shall be bound by all terms and conditions therein.
In witness whereof, the Parties hereto do make and execute this Agreement.
CITY OF BOZEMAN, MONTANA
MORRISON-MAIERLE, INC.
By:~A-.~'
(City Manager)
DATE: 'f-/g - ().r-
BY: '.._-
\, ..
/ If c ,
(Vice- President)
\
I.. ____ _'oj
DATE: ,;/'..)9. ()Ci S
.
ATTEST:
By:r?~J~
(Clerk of Commission)
H:\04 I 7\035\does\PSA Amendment #2.doc
2