HomeMy WebLinkAbout96- Thomas, Dean & Hoskins, WWTP Tentative MPDES Permit, Prof. Services Agreement
, July 19;)4
PROFESSIONAL SERVICES AGREEMENT
THIS IS AN AGREEMENT made as of December 2 ) 199~, between THE CITY
OF BOZEMAN, a Municipal Corporation, Bozeman, Montana, 59771-0640 (OWNER) and
THOMAS, DEAN & HOSKINS, INC., 1200 25th Street South, Great Falls, Montana,
59405 (ENGINEER) for consultant services related to the WWTP TENTATIVE MPDES
PERMIT.
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 negotiate with the State DEQ our MPDES Permit 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:
To provide consulting engineering services to review and comment on the State's
Tentative MPDES Permit and assist the City of Bozeman to negotiate certain conditions
of the Permit.
ARTICLE 1 - ENGINEERING SERVICES
1.1. The detailed description of the specific project components is described as follows:
Assist the City by reviewing the State DEQs Tentative MPDESPermit for the City
WWTP. Services to include: Review Tentative Permit, provide comments and
recommendations to the City; interview WWTP staff and inspect plant operations as
necessary, prepare a comment letter to the State DEQ and assist in facilitating a meeting
with DEQ and City staff.
1.2. The scope of services under this contract are set forth in this agreement.
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 engineering services incidental thereto.
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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 and recommendations as designated herein.
2.3. The ENGINEER shall ascertain such information as may have a bearing on the work
from local units of government, public, and private organizations and shall be authorized to
procure information 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
practlces.
2.5. The ENGINEER shall name a Project Manager who shall be the liaison between the
ENGINEER and the OWNER. The Project Manager shall be Gary Hendrix.
ARTICLE 3 - OWNER'S RESPONSIBILITIES
3.1 The OWNER shall name a Task Director who shall be the liaison between the
ENGINEER and the OWNER during DESIGN segment of the Project. The Task Director
designated shall be John Pavsek.
3.2 The OWNER shall have the right of review and examination of the ENGINEER'S work
at all times.
3.3 The OWNER shall make available all records (as-built drawings, construction records,
ete.) indicating the existing configuration of the city utilities.
3.4 The OWNER shall attend all project related meetings.
ARTICLE 4 - BASIC ENGINEERING SERVICES
The ENGINEER shall render professional Engineering Services as follows:
4.1 ENGINEERING CONSULTING SERVICES
After written authorization to proceed, ENGINEER shall:
4.1.1 Review Tentative Permit in detail, including City of Bozeman comments.
4.1.2 Research applicable State and Federal Law pertaining to non-degradation limits.
Specifically, does the City of Bozeman Wastewater Treatment Plant need to meet the non-
deg limits.
Cost Compensation. Compensation for these services shall be
based on the ENGINEER'S Direct Labor Cost times a factor of
2.80 for services rendered which shall cover Direct Labor, Direct
Labor Overhead, General and Administrative Overhead and Profit.
4.1.3 Review stream flow data for the East Gallatin River to determine if revised flows
provided by the DEQ are applicable to the City of Bozeman.
4.1.4 Review the text of the Tentative Permit to identify any other potential problems
impacting the City of Bozeman operation.
4.1.5 Once completed, provide a letter to the Director of Public Services outlining the
results of your analysis and recommend issues of concern to be discussed with DEQ.
4.1.6 Upon City direction, draft a letter to the State DEQ outlining the City's items of
concern and schedule a meeting between City Staff, TDH and the State. Engineer will
assist to facilitate that meeting.
4.2. PROJECT DOCUMENTATION
ENGINEER shall furnish OWNER with a project notebook containing such correspondence and
documentation as requested by OWNER.
ARTICLE 5 - COMPENSATION FOR ENGINEERING SERVICE
5.1 DIRECT LABOR COST PAYMENT FOR BASIC ENGINEERING SERVICES
AND EXPENSES OF ENGINEER.
Professional engineering services performed as Basic Engineering Services under Section 4.1 Pre-
Design Investigation Phase, shall be compensated in accordance with the following:
5.1.1.1 The OWNER shall pay for Basic Engineering Services (Exhibit A) listed under
Section 4.1, an amount not to exceed $ 3.000.00 except as provided under 5.1.1.2 and 5.1.3.
5.1.1.1.
5.1.1.2.
Notification. At any time during the project development that it
becomes apparent that the 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 ENGINEER shall review the scope and
progress of the project work. ENGINEER shall obtain written
authorization from OWNER, prior to any additional costs being
incurred. If it is determined that due to a change in project scope
under paragraph 5.1.3, the ENGINEER is entitled to additional
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$ N/ A/hour
$ 32.60/hour
$ 32.60/hour
$ 23.93/hour
$..l2:.QQ/hour
$...1.L2.5./hour
$~hour
$.l2...2Q/hour
$ 22.86/hour
$ 9.82 /hour
compensation, OWNER and ENGINEER may negotiate terms as
provided under 5.1.1.1. The amount and terms of any additional
compensation under 5.1.1.1 shall be negotiated and agreed in
writing pursuant to 9.16.
5.1.2 Reimbursable Expenses, as defined in Section 6.4 of this Agreement, for the Basic
Services and Approved Additional Services shall be paid to the ENGINEER by the
OWNER in the actual amount of the costs incurred.
5.1.3 The OWNER shall pay an amount for Additional Services rendered by the
ENGINEER and approved in writing by the OWNER on the basis of the ENGINEER'S
Direct Labor Costs times a factor of 2.80, or an amount otherwise negotiated at the time
such services are requested and approved by the OWNER.
ARTICLE 6 - MEANING OF TERMS
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.
Direct Labor Costs used as a basis for payment mean 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 include indirect payroll related costs or fringe benefits. For the purposes
of this Agreement the principals and employees of the ENGINEER Direct Labor Costs are:
6.1 AGREEMENT
6.2 DELETED
6.3 DIRECT LABOR COSTS
Principals
Project Manager
Senior Engineer
Staff Engineer
Senior Technicians
CADD Drafter
Technicians
Construction Inspector
Two Person Survey Crew
Clerical
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6.4 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 Resident Project Representatives and their
assistants; toll telephone calls and telegrams; reproduction of reports, Drawings, Specifications,
Bidding Documents and similar Project-related items; and if authorized in advance by OWNER,
overtime work requiring higher than regular rates. In addition, when compensation for Basic
Services is on the basis of Direct Labor Costs method of payment, Reimbursable Expenses will
also include the amount billed to ENGINEER by special consultants employed by ENGINEER
and authorized by OWNER (other than as an authorized Additional Services) and will also
include expenses incurred for computer time and other specialized equipment, including an
appropriate charge for previously established programs and expenses of photographic production
techniques.
ARTICLE 7 - PAYMENT PROVISIONS
7.1 TIMES OF PAYMENTS. ENGINEER may submit monthly statements for Basic
Services and approved Additional Services rendered and for Reimbursable Expenses incurred;
however, payments shall not exceed the ceilings provided in 5.1.2. Final payment shall be made
only after acceptance of the project by the OWNER. If OWNER disputes the amount of the
billing, OWNER will notify the ENGINEER in writing within ten (10) calendar days of the
receipt of bill of the dispute.
7.2 REQUESTS FOR PAYMENT. Each request for payment shall include a documentation
summary of the period incremental man hours incurred, direct labor rates and billed rates, detail
of reimbursable costs, total period billing, and total cumulative billing. When requested by
OWNER services for distinct project segments shall be accounted and billed separately.
7.3 PAYMENT UNDER TERMINATION. In the event of termination by the OWNER
upon the completion of any phase of the Basic Services, progress payments due ENGINEER for
services rendered through such phase shall constitute total payment for such services. In the event
of such termination by OWNER during any phase of the Basic Services, ENGINEER also will
be reimbursed for the charges of pre-approved independent professional associates and consultants
employed by ENGINEER to render Basic Services, and paid for services rendered during that
phase on the basis of the payment provisions of the Agreement. In the event of any such
termination, ENGINEER will be paid for unpaid pre-approved Additional Services and unpaid
Reimbursable Expenses which are authorized under this agreement.
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ARTICLE 8 - GENERAL CONSIDERATIONS
8.1 TERMINATION OF AGREEMENT
8.1.1 The sole right is hereby reserved to the OWNER to terminate this Engineering
Agreement for any and all causes or for it's convenience at any time upon fifteen (15) days
written notice to the ENGINEER.
8.1.2 If termination for default is effected by the OWNER, an equitable adjustment in
the price provided for in this Agreement shall be made, but (1) no amount shall be allowed
for anticipated profit on unperformed services or other work, and (2) any payment due
to the ENGINEER at the time of termination 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 determined by OWNER, for services or other work performed. The
equitable adjustment for any termination shall provide for payment to the ENGINEER
for services rendered and expenses incurred prior to the termination, in addition to
termination settlement costs reasonably incurred by the ENGINEER relating to
commitments which had become firm prior to the termination.
8.1.3 Upon receipt of a termination action under paragraph 8.1.2, the ENGINEER shall
(1) promptly discontinue all affected work (unless the notice directs otherwise), and (2)
deliver or otherwise make available to the OWNER within ten (10) days copies of all data,
design drawings, specifications, reports, estimates, summaries and such other information
and materials as may have been accumulated by the ENGINEER in performing this
Agreement, whether completed or in process.
8.1.4 In the event this Contract is terminated prior to completion, the original copies
of the ENGINEER'S data, recommendations, plans, specifications, analysis and other
related documents prepared by the ENGINEER prior to said termination shall be
delivered to and become the property of the OWNER.
8.1.5 Upon termination, the OWNER may take over the work and may award another
party an Agreement to complete the work under this Agreement.
8.1.6 OWNER'S right to terminate is in addition to any other remedies OWNER may
have under the law.
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8.2 INSPECTION AND AUDIT
All books, papers, records, payrolls, vouchers and invoices relating to costs and expenditures
incurred as to the performance of the services by the ENGINEER hereunder shall be made
available to the OWNER, or their authorized representatives for audit and review, at the
ENGINEER'S respective offices at all reasonable times during the contract period and for three
years from the date of final payment.
8.3 EMPLOYMENT
The ENGINEER warrants that he has not employed or retained any company or persons, other
than a bona fide employee, working solely for the ENGINEER, to solicit to secure this contract,
and that he has not paid or agreed to pay any company or person, other than bona fide employees
working solely for the ENGINEER, any fee, commission, percentage, brokerage fee, 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, percentage, 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.
8.4 NONDISCRIMINATION
The ENGINEER will not discriminate on the basis of race, color, religion, creed, political ideas,
sex, age, marital status, national origin or disability in employment or provision of services. The
ENGINEER shall be subject to and comply with Title VI of the Civil Rights Act of 1964; Section
140, Title 2, United States Code, and all regulations promulgated thereunder.
8.5 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.
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8.6 STANDARD OF CARE
ENGINEER warrants that it will provide its services in accordance with the standards of care,
skill, knowledge, and diligence normally exercised by a professional engineer in the performance
of such engineering services. If any such service should be discovered 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 nonperformance 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.
8.7 LEGAL RELATIONS
The ENGINEER shall comply with all Federal, State, and Local laws and ordinances applicable
to the work to be done.
The ENGINEER agrees to indemnify, hold harmless and defend the OWNER and its officers,
agents and employees against any and all actions, suits, claims, demands, costs, judgements,
expenses (including a reasonable attorney's fee), and liability of any character whatsoever brought
or asserted for any injury, death, or damage received or sustained by any person, persons,
property, business or any other entity, arising out of or resulting from, or in connection with the
performance of the work herein specified. The ENGINEER is not required to defend the
OWNER from assertions that the OWNER was negligent, or indemnify the OWNER from
liability based solely on OWNER's negligence. The indemnity required here shall not be limited
by reason of the specification of any particular insurance coverage in this Agreement.
The ENGINEER is and shall perform this agreement as an independent contractor, and as such,
is responsible to the OWNER only as to the results to be obtained in the work herein specified,
and to the extent that the work shall be done in accordance with the terms, plans and
specifications. The ENGINEER shall have and maintain complete control over all of its
employees, subcontractors, agents and operations, being responsible for any required payroll
deductions and providing required benefits, such as, but not limited to, worker's compensation
with statutory limits, and unemployment insurance.
8.8 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.
Bodily Injury & Property
Damage Single and combined
$ 500.000 each occurrence
Without limiting any of ENGINEER's obligations hereunder, ENGINEER shall secure and
maintain, until the work is completed and accepted by the OWNER, insurance coverage naming
the OWNER as additional insured with minimum insurance coverage as follows:
Type of Coverage
Limits
Employers' Liability:
$ 1 00,000 per accident
General Liability:
Bodily In,iury & Property
Damage Single and combined
$ 1.000.000 per accident
A utomobile:
Bodily Injury covering all $ 500.000 each person
automobiles, trucks,
tractors, trailers, or $1,000.000 each occurrence
other automotive equipment whether owned or
rented by Engineer or
owned by employees of
Engineer.
Property Damage covering
all automobiles, trucks,
tractors, trailers or other
automotive equipment whether
owned or rented by Engineer
or owned by employees of
Engineer
$ 500.000 each occurrence
OR
Professional Errors & Omission:
$ 1.000,000 per claim and
aggregate each occurrence
8.9 ENDORSEMENT
The ENGINEER shall place his endorsement on all drawings and other data furnished by him.
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8.10 OWNERSHIP OF DOCUMENTS
All schedules, data, exhibits, recommendations, design reports, plans, specifications, and other
related documents prepared or obtained under the terms of the Contract are deemed to be the
property of the OWNER and shall be delivered to the OWNER.
8.11 PUBLIC INFORMATION
The ENGINEER shall not issue any statements, releases or information for public dissemination
without prior approval of the OWNER.
8.12 PROPRIETARY RIGHTS
If patentable discoveries or inventions should result from work required herein, all rights accruing
from such discoveries or inventions shall be joint property of the ENGINEER and the OWNER.
Provided that the OWNER, state agencies or political subdivisions and the United States
Government shall have the irrevocable, nonexclusive, nontransferable and royalty-free license to
use each invention in the manufacture, use and disposition, according to law, of any article or
material, and in the use of any method that may be developed as part of the work described and
contemplated herein.
8.13 RECORDS
The ENGINEER shall maintain accounting records and other evidence pertaining to the cost
incurred and to make the records available at all reasonable times during the Contract term and
for one (1) year from the date of final payment. Such accounting records and other evidence
pertaining to the cost incurred will be made available for inspections by OWNER.
8.14 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 parties.
8.15 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 Contract or to give any notice required herein, then
the prevailing Party or the Party giving notice shall be entitled to reasonable attorney's fees and
costs, including fees, salary, and costs of in-house counsel to include City Attorney.
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8.16 MODIFICATIONS AND AMENDMENTS
that any amendment or modification of this Contract or any provisions herein shall be made in
writing or executed in the same manner as this original document and shall after execution
become a part of this Contract.
IN WITNESS WHEREOF, THE PARTIES HERETO DO MAKE AND EXECUTE THIS
AGREEMENT.
CITY OF BOZEMAN, MONTANA
BY'~AN&") ~.~
(City Manager)
DATE: December 2. 1996
DA TE: le:/ZCj IC1 &
. ,
ATTEST, ~
BY'~o-t;/ U~
(Clerk of Commission)
APPROVED AS TO FORM
! ," ..'''''
- I'; ,
BY:, (1 (l/''',I</(~ru?
(CIty AttorneY) l .
/
.
EXHIBIT A
BOZEMAN WWTP DISCHARGE PERMIT REVIEW
BASIC SERVICES
Work Item
---- "..-...
1. Review TentafhiePefmit
Read Exist. Permit
Review New Permit
Check Statement of Basis Analysis
EnQineer-Sr. __I ~nQi~e~rJ_9Ierical I Exp~[ls~!:)
1
4
4
2. Research Applicable State & Federal
Laws on Non-De9.~Ci_datiq!l_____
Information Acquistion
Reproduction Costs
Review Information
o
o
o
o
3. Review Stream Flow Data w/Plant Staff
Meet with Staff
Travel Expenses
Review Plant Stream Flow Data
Review State Flow Data
Review State Flow Design Basis
o
o
1
1
2
4. Review Permit Text for Potential Problems
. ... -".-
Review Permit
o
5. Lett~r 9f Summary & Reco~_rnendation to City
Write Letter
6
o
6. Letter to State DEO
.-- -........
Coordinate with City
Write Letter
Meet with DEO & City in Helena
Travel Expenses
2
4
6
0.5
0.5
70
Sub-Total Hours
Sub-Total Direct Costs
31
$1,010.60
$1,090.42
$70.00
o
$0.00
1
$9.82
Total Direct Cost
Total Cost with 2.8 Multiplier
$2,927.181
,
EXHIBIT A
BOZEMAN WWTP DISCHARGE PERMIT REVIEW
ADDITIONAL SERVICES
1
__"__,~ _nQineer-Srl Engineer L G_1esical I ~~8,~nsE:l7~_'~
Work Item
~,.._~."-
-1. Review Tentative PernlTfin Detail
Read Exist. Permit
Review New Permit
Check Statement of Basis Analysis
2. Research Applicable State & Federal
Laws on Non-Degradation_~__"_"___
Information Acquistion
Reproduction Costs
Review Information
3. Review Stream Flow Data w/Plant Staff
Meet with Staff
Travel Expenses
Review Plant Stream Flow Data
Review State Flow Data
Review State Flow Design Basis
4. Review Permit Text for Potential Problems
._~~-- --
Review Permit
5. Letter of. Summary & R~commendatiql}Jg City
Write Letter
6. Letter to State DEQ
Coordinate with City
Write Letter
Meet with DEQ & City in Helena
Travel Expenses
Sub-Total Hours
Sub-Total Direct Costs
Total Direct Cost
Total Cost with 2.8 Multiplier
o
4
12
2
6
8
o
o
6
2
2
o
o
o
421
I $1,369.20 I
o
$0.00
$1,583.93
$4,075.00 I
0.5
1.5
$14.73
50
150
o
o
o
$200.00