HomeMy WebLinkAbout03- Professional Services, Thomas, Dean & Hoskins
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PROFESSIONAL SERVICES AGREEMENT
THIS IS AN AGREEMENT made as of March 17. 2003 ,between THE CITY OF BOZEMAN, a
Municipal Corporation, Bozeman, Montana, 59715 (OWNER) amI THOMAS, DEAN & HOSKINS, INC., of
Bozeman, Montana, 59715 (ENGINEER).
Whereas the accomplishment of the work and services described in this Agreement is essential to the OWNER'S
public works improvement program.
Whereas the OWNER intends to and has selected the ENGINEER to provide necessary and professional engineering
services for the project.
Whereas the ENGINEER represents that it is willing and qualified to perform the professional engineering services
for this project described in this Agreement.
Therefore, in consideration of the foregoing recitals and the mutual covenants and conditions contained herein, the
parties agree as follows:
The conditions and provisions set forth in the attached EXHIBIT A-ENGINEER'S STATUS DURING
CONSTRUCTION, and EXHIBIT B-A LISTING OF THE DUTIES, RESPONSIBILITIES AND
LIMITATIONS OF AUTHORITY OF THE RESIDENT PROJECT REPRESENTATIVE, arc hereby
incorporated in and made part of this Agreement.
ARTICLE 1 - ENGINEERING SERVICES
1.1 The detailed description of the specific project components is described as follows:
This project includes the engineering design services necessary to widen North 19th Avenue from Baxter
Lane to Valley Center Road, and Valley Center Road from North 19th Avenue to North 27'h Avenue, in
Bozeman, Montana. The engineering services include providing special improvement district creation
assistance, topographic survey, utility location survey, geotechnical investigation, environmental
documentation, hydraulics report, preliminary and final design, including coordination with the Montana
Department of Transportation. The detailed description of the specific project scope components is
described below.
1.2 The scope of services under this contract are set forth in this agreement and the attached EXHIBITS.
1.3 Detailed Scope of Services
1.3.1. DEVELOPMENT
1.3.1.1. The project will be developed with the assumption that a MEP A checklist will be
required for environmental review. If during the development of this project it becomes
necessary to change the environmental document to a more complex form, such as a
Categorical Exclusion, an Environmental Assessment or 4-f statement, the fees will be
negotiated.
1.3.1.2. All design work will be accomplished utilizing Micro Station Software. Road design
work will be completed using GEOPAK Software. Design and plans will be in metric
units.
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Project revicws will include reviews with the OWNER and Montana Dcpartment of
Transportation, as described in the Memorandum of Agreement between OWNER and Montana
Department of Transportation.
1.3.2. SPECIAL IMPROVEMENT DISTRICT
1.3.2.1. Hold a meeting with potentially affected landowners to gauge intercst and support for the
projcct.
1.3.2.2. Review Waivers of Right to Protest on rccord with the City of Bozeman.
1.3.2.3. Propose SID district boundaries, method of assessment and estimated total cost of the
SID.
1.3.2.4. Prepare spreadshccts of property owncrs and assessments associated with the project.
1.3.2.5. Prepare Resolution of Intent to Create a Special Improvement District in cooperatilln with
the City's attorney.
1.3.2.6. Attend City Commission meetings for Rcsolution of Intcnt, and Resolution of Creation.
1.3.3. SURVEY
1.3.3.1. Surveys included in the project arc: topography, contours, utility location, hydraulic,
locate and tie existing property corners, and control traverse survey.
1.3.3.2. All survcy work will be performed in accordance with the MDT surveying manual and
their procedures for a control traverse system, control travcrse diagram and plotting, and
property corner ties.
1.3.4. TRAFFIC ANALYSIS
1.3.4.1. Develop QRSII micro-model of dcvelopment arca.
1.3.4.2. Run model with future area development, assumed external growth and planned street
system.
1.3.4.3. Evaluate alternative link configurations and relative level of traffic control devices.
1.3.4.4. Determine internal capture rates and adjacent street traffic attributable to each property.
1.3.4.5. Prepare preliminary lane assignment and pavement marking layout.
1.3.4.6. Evaluate access locations and determine access control geometric featurcs.
1.3.4.7. Signal warrant analysis in MDT format for Deadman's Gulch intersection with North 19th
Avenue and at N. 27th Avenue intersection with Valley Center Road.
1.3.4.8. Evaluate intersection operations and develop pre-design layout of new signals at the
intersection of North 19th Avenue and Deadman's Gulch and modifications at the
intersection of Valley Center Road and North 19u1 Avenue. Evaluate future signal
operations at Valley Center Road and North 27th Avenue and determine optimum level of
signal infrastructure installation required on this project.
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1.3.4.9. Perform lighting warrant analysis, lighting calculations and pole configurations on Valley
Centcr and North 19th A venue.
1.3.4.10. Prepare traffic design report and signal warrant analysis report.
1.3.5. MATERIALS
1.3.5.1. TD&I-l's geotechnical engineer will perform preliminary soil survey investigations and
evaluation based on existing information available through the Montana Department of
Transportation.
1.3.5.2. A report with design recommendations will be prepared and distributed for review and
comment including preliminary recommendations for surfacing and typical sections.
1.3.5.3. Existing MDT "R" values and corrosion tests will be used for the analysis.
1.3.6. ENVIRONMENTAL
1.3.6.1. TD&H's subconsultant will perform a record search, a tield investigation and wetland
delineation, and compile a report describing wetlands identified within the project area.
1.3.6.2 TD&H's subconsultant will acquire the necessary 310 permits and 404 permits for
impacts to streams.
1.3.6.3 TD&H will perform a preliminary hazardous waste study. No noise studies, biological
resources reports, or cultural research surveys/l06 clearances will be performed unless
specifically negotiated.
1.3.7. RIGHT-OF-WAY
1.3.7.1. TD&H will prepare the right-of-way plans.
1.3.7.2. The City will acquire any additional right-of-way necessary for the project. No right-of-
way appraisal or acquisition is included in the scope of services for this project.
1.3.8. UTILITIES
1.3.8.1. Utility plans will be prepared for this project.
1.3.8.2. Existing utilities will be located and shown on the plans.
1.3.8.3. The City has indicated their intent to extend the waterline from its existing north terminus
on Valley Center Road north and west to the intersection of North 27th Avenue,
approximately 1500 feet.
1.3.8.4. No negotiations are anticipated between the City of Bozeman and utility companies.
1.3.8.5. A subsurface utility investigation will be performed.
1.3.9. ROAD DESIGN AND PLANS
1.3.9.1. A complete urban design for a four lane roadway with appropriate turning lanes will be
prepared for the project. The design will include all necessary design elements: storm
drainage, curb and gutter, lighting, traffic signals, signing, pavement markings,
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geomctrics, crosswalks, and handicapped facilities. No special landscaping design IS
required.
1.3.9.2. TD&lI will prepare the special provisions, traffic control plan and erosion control plan
for the project in accordance with MDT standards.
1.3.9.3. The design will meet current MDT standards and all work will be in accordance with the
Metric Road Design Manual.
1.3.10. HYDRAULIC DESIGN
1.3.10.1. A hydraulic design of drainage and irrigation facilities will bc developed.
1.3.10.2. The MDT culvert selection guidelines will be uscd to ensure the rcquired culvert service
life.
1.3.10.3. All design will be prepared 111 accordance with the MDT Hydraulics Manual and
Procedures.
1.3.11. LIGHTING
1.3.11.1. A lighting system meeting MDT criteria will be developed to provide continuous
illumination.
1.3.11.2. TD&H's subconsultant will perform lighting warrant analysis, lighting calculations, and
pole configurations on Valley Center Road and North 19'h Avenue.
1.3.11.3. Lighting plans will be prepared with circuit drawings and standard details as well as pole
locations and specit1cation tables, quantity summaries, and special provisions for
clectrical work.
1.3.12 SIGNALS
1.3.12.1 Complete traffic signal designs for the intersections of Valley Center Road and N. 19th
Avenue and N. 19th Avenue and Deadman's Gulch will he developed based on capacity and
operations analysis.
1.3.12.2 Develop phasing diagrams, winng runs, detection methods, pole locations, interconnect
requirements, and optional features for the two above noted intersections.
1.3.12.3 Prepare traffic signal plans according to MDT standard format as well as quantity summaries,
special provisions, and cost estimates for signal installation.
ARTICLE 2 . ENGINEER'S RESPONSIBILITIES
2.1 ENGINEER shall perform for OWNER professional engineering services in all phases of the Project to
which this Agreement applies as hereinafter provided. These services will include, but not be limited to,
serving as OWNER's professional engineering representative for the Project, providing professional
engineering consultation and advice and furnishing customary civil and structural engineering services
incidental thereto.
2.2 The ENGINEER shall furnish all labor, materials, equipment, supplies, and incidentals necessary to
conduct and complete the ENGINEER'S portions of the Project and to prepare and deliver to the OWNER
all data, reports, plans, specifications, and recommendations as designated herein.
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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 practices.
2.5
The ENGINEER shall name a Principal-In-Charge for the duration of the project. The Principal-In-Charge
shall be David J. Crawford.
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 David J. Crawford . The OWNER may name a Task Director
who would be the liaison between the ENGINEER and the OWNER during the design segment of the
Project.
2.7
The ENGINEER shall submit an estimated progress schedule at the beginning of the work, and monthly
progress reports thereafter until the project is completed.
ARTICLE 3 - OWNER'S RESPONSIBILITIES
3.1 The OWNER shall name a Task Director who shall be the liaison between the ENGINEER and the
OWNER during DESIGN segment of the Project. The Task Director designated shall be Sue Stodola
3-2 The OWNER shall have the right of review and examination of the ENGINEER'S work at all times.
3.3 The OWNER shall make available all records (as-built drawings, construction records, etc.) indicating the
existing configuration 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.
ARTICLE 4. BASIC ENGINEERING SERVICES
The ENGINEER shall render professional Engineering Services as follows:
4.1 PRE-DESIGN INVESTIGATION PHASE
After written authorization to proceed, ENGINEER shall:
4.1.1. Consult with OWNER to clarify and define OWNER's requirements for the Project and review
available data.
4.1.2. Advise OWNER as to the necessity of OWNER's providing or obtaining from others, data or services
and assist OWNER in obtaining such data or services.
4.1.3. Identify and analyze requirements of governmental authorities having jurisdiction to approve the
design of the Project and participate in consultations with such authorities.
4.1.4. 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.
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4.1.5 Prepare a Report containing schematic layouts, sketches and conceptual design criteria with
appropriate exhibits to indicate clearly the considerations involved (including applicable
requirements of governmental authorities having jurisdiction as aforesaid) and the alternative
solutions available to OWNER and setting forth ENGINEER's findings and recommendations. This
Report will be accompanied by ENGINEER's opinion of probable costs for the Project, including the
following which will be separately itemized: Construction Cost, allowance for engineering costs and
contingencies, and (on the basis of information furnished by OWNER) allowances for such other
items as charges of all other professionals and consultants, for the cost of land and rights-of-way, for
compensation for or damages to properties, for interest and financing charges and for other services
to be provided by others for Owner. The total of all such costs, allowance, etc. are hereinafter called
"Total Project Costs".
4.1.6. Furnish
OWNER.
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copies of the Study and Report documents and review them in person with
The Pre-design Investigation Phase will be completed and submitted within 90 calendar days following execution
of this agreement.
4.2 PRELIMINARY DESIGN PHASE
After acceptance of the pre-design report and receipt of written authorization to proceed with the
Preliminary Design Phase, ENGINEER 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 specitlcations
and a written description for the Project.
4.2_3 Preliminarv Design Report: Specific items to be addressed in the design report will include, but
not be limited to:
4.2.3.1 Summary of construction requirements with appropriate drawings for each task included
in the project.
4.2.3.2 Plans for providing water and sewer services for affected properties during construction.
4.2.3.3 Summary geotechnical report for specific tasks, if needed.
4.2.3.4 Special design considerations for Project tasks with conditions not covered in standard
construction methods or specifications.
4_2.3.5 A traffic control plan for each project task, if necessary.
4.2.4 Design and Construction Survev: 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, watcr and sewer lines, irrigation facilities, fences, and approach driveways), existing right-
of-way and easements, and making measured drawings of or investigating conditions of existing
facilities. The ENGINEER shall provide suitable horizontal and vertical reference control points
for the construction phase.
4.2.5 Permits and Rights-of-Way: The ENGINEER shall assist the OWNER in obtaining right-of-way,
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
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coordinated with the OWNER and will be made on easement and permit documents approved by
the OWNER. Information and easement dcscriptions provided in the l3asic Engineering Serviccs
will be based on data available from design surveys and courthouse records.
4.2.6 Geotechnical Analysis: The ENGINEER shall conduct a geotechnical review, based upon existing
geotechnical rcports by the Montana Department of Transportation for North 19th Avenue and
Valley Center Road. A summary geotechnical review report will be prepared with
recommendations relating to conditions pertinent to the design and construction of the Project.
The ENGINEER shall furnish copies of a geotechnical report as requested to OWNER for use by
OWNER and Contractors, and review the results of the report with Contractors in a pre-bid meeting.
The report is to be prepared for design purposes; ENGINEER will not be responsible if it is used by
others for other purposes.
4.2.7 Preliminary Plans and Specifications. Prepare preliminary construction plans and specifications
with information which addresses the special features of each project task.
4.2.8 Based on the information contained in the preliminary design documents, ENGINEER will submit
a revised opinion of probable Total Project Costs to the OWNER.
4.2.9 ENGINEER shall prepare and furnish complete copies of preliminary bidding documents and
design report as requested to OWNER and at the same time furnish copies as directed by OWNER
to agencies and/or partics having regulatory responsibilities or direct financial participation in any
part of the Project; provide any technical criteria, written descriptions and design data necessary
for securing permits or approval from authorities having jurisdiction to review and approve the
design, and assist owncr in securing such approvals; and review documents in person with
OWNER and review authorities, and, if necessary, conduct a plan-in-hand site review. All
changes agreed to between ENGINEER and OWNER will be noted in a memorandum from the
ENGINEER to the OWNER and incorporated into the final plans and specifications.
The Preliminary Design Phase will be completed and submitted within ~calendar days
following written authorization from OWNER to ENGINEER to proceed with that phase of
servIces.
4.3 FINAL DESIGN PHASE
After written authorization to proceed with the Final Design Phase, ENGINEER shall:
4.3.1 On the basis of the accepted Preliminary Design documents and the revised opinion of probable
Total Project Costs, prepare for incorporation in the Contract Documents final drawings and
Technical Specitlcations of sufficient detail to show the general scope, extent and detailed
character of the work to be furnished and performed by the Contractor(s) suitable for use in the
project bidding and construction.
4.3.2 Advise OWNER of any adjustments to the latest opinion of probable Total Project Costs caused
by changes in general scope, extent or character or design requirements of the Project or
Construction Costs. Furnish to OWNER a revised opinion of probable Total Project Costs based
on the Drawings and Specifications.
4.3.3 Prepare for review and approval by OWNER, its legal counsel and other advisors, contract
agreement forms, general conditions and supplementary conditions, and (where appropriate) bid
forms, invitations to bid and instructions to bidders, special provisions, technical specifications,
and standard drawings, and other related contract documents in conformance with the MDT's
Standard Specifications for Road and Bridge Construction.
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43.4 Furnish OWNER six copies of the Contract Documents (including dcsign drawings, specifications
and contracts).
The Final Design Phase will be complcte and submitted within ~calenclar days following
written authorization from OWNER to ENGINEER to proceed with that phase of services.
4.4 BIDDING OR NEGOTIATING PHASE
After written authorization to proceed with the Bidding or Negotiating Phase, ENGINEER shall:
4.4.1 Assist OWNER in advertising for and obtaining bids or negotiating proposals for construction
contract(s) and record prospective bidders to whom Bidding Documents have been issued, receive
and process deposits for Bidding Documents and conduct pre-bid conferences.
4.4.2 Providc interpretation or clarification to prospective bidders regarding the Bidding Documents,
and issue addenda as appropriate.
4.4.3 Consult with and advise OWNER as to the acceptability of the prime contractor, subcontractors,
suppliers and other persons and organizations proposed by the prime contractor(s) (herein call
"Contractor(s)") for those portions of the work as to which such acceptability is required by the
Bidding Documents.
4.4.4 Consult with OWNER concerning and determine the acceptability of substitute materials and
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
executed 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
OWNER and ENGINEER will negotiate the scope of services to be provided for the construction phase of
the project, once a written Memorandum of Agreement is executed between the OWNER and the Montana
Department of Transportation. This contract will be amended to include the balance of services at a later
date. It is anticipated the responsibilities of the ENGINEER during thc Construction Phase will be as
follows:
4.5.1 General Administration of Construction Contract. ENGINEER shall consult with and advise
OWNER and act as OWNER'S representative as provided in EXHIBIT A - ENGINEER'S
STA TUS DURING CONSTRUCTION, attached to and made part of this Agreement and may
be further provided under the General Conditions of the contract documents. The extent and
limitations of the authority, 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 be 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.
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In addition to the services provided under Article 10 (Exhibit A) the ENGINEER 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 permits needed to accomplish his
work.
4.5.1.5 Prepare and provide weekly acti vity and progress reports to the City's Task Director.
4.5.1.6 ENGINEER shall provide OWNER copies of all correspondence between the
ENGINEER and Contractor.
4.5.1.7 Issue stop and resume work orders, in whole or in part, when work is not or cannot be
performed in accordance with the Contract Documents.
4.5.1.8 Review and approve, for conformance with the project technical specifications all shop
drawings, and other Contractor submittals required by the Contract Documents.
4.5.1.9 During construction review 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 specitlcation changes which due to any
initial design or engineering deficiencies are required to complete the project original
design concept.
4.5.1.11 Inspect the project and when appropriate, and after conferring with OWNER, issue a
Certificate of Substantial Completion to the Contractor.
4.5.1.12 Prior to reconuTIendingfinal payment, schedule and conduct with the OWNER a final
project inspection and submit a report to the OWNER documenting any outstanding
items or deficiencies 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 Resident Proiect Representative. ENGINEER shall provide a qualified Resident Project Representative
at the job site to provide observation of the work as provided in EXHIBIT B - A LISTING OF THE
DUTIES. RESPONSIBILITIES AND LIMIT A TIONS OF AUTHORITY OF THE RESIDENT
PROJECT REPRESENT A TIVE, attached to and made part of this Agreement.
The ENGINEER shall submit to the OWNER, for review and acceptance, the resume of each
Resident Project Representative who may be assigned to the job site during the course of the
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Project not less than 10 calendar days prior to the pre-construction mccting. Any subsequent
change in the resident representative shall also be subject to the OWNER'S approval.
4.5.3 Limitations of Resnonsibilities. ENGINEER will not bc responsible for CONTRACTOR's means,
methods, techniques, sequences or procedmes of construction, or the safety precautions and programs
incident thereto, and ENGINEER will not be responsible for CONTRACTOR'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 responsibilities assumed by ENGINEER in the Contract Documents.
4.6 PROJECT DOCUMENT A TION
ENGINEER shall furnish OWNER with (a) one mylar copy and two paper copies of the Project Record
Drawings ("As-Builts"), (b) written monthly progress reports, and (el 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:
I) Concrete strength, air content and slump
2) Embankment, trench backfill, and gravel and pavement densities
3) Aggregate gradations
4) Plant mix strength, flow and asphalt content
ARTICLE 5 - ADDITIONAL SERVICES
5.1 If OWNER wishes ENGINEER to perform any of the following Additional Services, OWNER shall so
instruct ENGINEER in writing, and ENGINEER shall perform or obtain from others such services and will
be paid therefor as provided in the Agrccment:
5.1.1 Legal land surveys performed to obtain data for preparing easements and rights-of-way descriptions.
5.1.2 Preparation of applications and supporting documents for governmental agencies in addition to
those required under Basic Services.
5.1.3 Serviccs resulting from signiticant 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 documcnts for alternate bids requested by OWNER for work not executed or for out-of-
sequence work.
5.1.6 Providing other services not otherwise provided for in the Agreement, including services normally
furnished by the OWNER as elsewhere herein described,
5.1.7 Furnishing the services of independent professional associates or consultants for other than Basic
Services,
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5.2 When rcquired 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 spccific 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 resulting from significant delays, changes or price increases occurring as a direct result of
materials, equipment or energy shortages.
5.2.4 Additional or extended services during construction made necessary by (1) work damage by fire or
other causes during construction, (2) a significant amount of defective or neglected work of any
Contractor, (3) acceleration of the progress schedule involving services beyond normal working
hours, (4) default by any Contractor.
ARTICLE 6 - COMPENSATION FOR ENGINEERING SERVICE
6.1 LUMP SUM AGREEMENT FOR BASIC SERVICES AND EXPENSES OF ENGINEER
6.1.1 Payment. The OWNER shall for design phase services performed as Basic Engineering Services
under sections 4.1 through 4.4 of this agreement pay a total sum in the amount of $ 340,000 for
such services.
6.1.2 Payment Schedule. Total cumulative payments for the design phase engineering services (sections
4.1 through 4.4) shall not exceed the following ceilings:
$102,000 (30 % of design fee) until the Pre-design lnvcstigation, SID creation services and
Preliminary Design Report have been submitted to the OWNER.
$204,000 (60% of design fee) until the Preliminary Plans and Specifications have been submitted
to the OWNER and review authorities.
$323.000 (95% of design fee) until the Final Plans and Specifications have been submitted to the
OWNER and review authorities.
6.1.3 General. Engineer shall submit monthly statements for services rendered. The statements shall be
based upon Engineer's estimate of the proportion of the total services actually completed at the
time of billing, subject to any limitations on Payments based on completion of tasks or specific
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 of this Agreement are reimbursable. All other design related expenses are included in the
Lump Sum Payment for the Basic services (4.1 through 4.4) and are not separately reimbursable.
Additional Services specifically identified under the scope of design services for payment under
6.1 are not separately reimbursable.
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DIRECT LAfiOR COST PAYMENT FOR BASIC SERVICES AND EXPENSES OF ENGINEER.
Construction and project documentation services performed as Basic Engineering Services under sections
4.5 through 4.7 including General Administration of Construction Contract, Resident Project
Representation, Project Documentation, and Construction Testing, shall be compensated in accordance
with the following:
6.2.1 The OWNER shall pay for Construction Phase and Project Documentation Services an amount not
to exceed $ except as provided under 6.2.1.2 and 6.2.4.
6.2.1.1 Costs Compensation. Compensation for these services shall be based on the
ENGINEER's Direct Labor Cost times a factor of for services rendered which
shall cover Direct Labor, Direct Labor Overhead, General & Administrative Overhead
and Profit.
6.2.1.2 Notification. At any time during the construction that it becomes apparent that the
Construction Phase and Project Documentation 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 thcreafter 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 undcr paragraph 6.2.1.3. [f it is
determined that due to a change in project scope under paragraph 5.2.1, the ENGINEER
is entitled to additional compensation, OWNER and ENGINEER may negotiate terms as
provided under 6.2.1.1. The amount and terms of any additional compensation under
6.2.1.101' 6.2.1.3 shall be negotiated and agreed in writing pursuant to 9.16.
6.2.1.3 Costs Excecding Estimated Compensation. Except as allowed under 5.2.1, whcn the total
cost of the original scope Construction Phase and Project Documentation Services
exceeds the negotiated compensation for these serviccs, 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 ENGINEER'S Direct Labor Cost times a factor of 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 Reimbursable Expenses, as defined in section 7.4 of this Agreement, for Basic Services and
Approved Additional Services shall be paid to the ENGINEER by the OWNER in the actual
amount of the costs incurred up to an amount not to exceed $ which includes
$ for consultants employed by the Engineer and $ for all other
reimbursable expenses. The estimated reimbursable expenses are identified in Exhibit "_~ ".
6.2.3 Failed Test Expenses. The ENGINEER shall maintain and provide to thc OWNER, a record of
the costs associated with failing quality control tests performcd for the OWNER during the course
of the construction of the project and recommend an amount the OWNER deduct from the
contractor(s) payments.
6.2.4 The OWNER shall pay an amount for Additional Scrvices 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 , or an amount otherwise negotiated at the time such services are requested and
approved by the OWNER.
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ARTICLE 7 - MEANING OF TERMS
7.1 AGREEMENT
As used herein the term "this Agrcement" refers to the contcnts of this document and its Exhibits attached
hcreto and referred to as if they were part of one and thc same document.
7.2 CONSTRUCTION COSTS
The construction cost of the entire Project (herein referred to as "Construction Cost") means the total cost
to OWNER of those portions of the entire Project designed and specified by ENGINEER, but it will not
include ENGINEER's compensation and expenses, the cost of land, rights-of-way, or compensation for or
damages to, properties unless this Agreement so specifies, nor will it include OWNER's legal, accounting,
insurance counseling or auditing services, or interest and financing charges incurrcd in conncction 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 paymcnt mcan the actual salaries and wages paid to all ENGINEER's
personnel engagcd directly on the Project, including, but not limited to, engineers, architects, surveyors,
designers, draftcrs, specification writers, estimators, othcr technical and business personnel; but does not
include indirect payroll related costs or fringe benefits. For the purposes of this Agreement the principals
and employces of the ENGINEER maximum billable Direct Labor Costs are:
Principals
Project Manager
Senior Engineer
Staff Engineer
Senior Technicians
CADD Drafter
Technicians
Construction Inspector
Two Person Survey Crew
Clerical
7.4 REIMBURSABLE EXPENSES
$/hour
$/hour
$/hollr
$/hour
$/hour
$/hour
$/hour
$/hour
$/hour
$/hour
Reimbursable Expenses mean the actual expenses incurred by ENGINEER or ENGINEER's independent
professional associates or consultants directly in connection with the Projcct, 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.
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ARTICLE 8 - PA YMENT PROVISIONS
8.1 TIMES OF PAYMENTS. ENGINEER may submit monthly statements for Basic Services and approved
Additional Services rendered and for Reimbursable Expenses incurred; howcvcr, payments shall not exceed
the ceilings provided in 6.1 and 6.2. Final payment shall be made only after acceptance of the project by
the OWNER. If OWNER disputes the amount of the biUing, OWNER wiU notify the ENGINEER in
writing within ten (10) calendar days of the receipt of biU of the dispute.
8.2 REQUESTS FOR PAYMENT. Each request for payment shall include a documentation summary of the
period incremental man hours incurred, direct labor rates and billed rates, detail of reimbursable costs, total
period billing, and total cumulative billing. When requested by OWNER services for distinct project
segments shall be accounted and billed separately.
8.3 PA YMENT UNDER TERMINA TION. 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 evcnt 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 rcndered 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 prc-approved Additional Services
and unpaid Reimbursable Expenses which are authorized undcr this agreement.
ARTICLE 9 - GENERAL CONSIDERA nONS
9.1 TERMINATION OF AGREEMENT
9.1.1. The sole right is hereby reserved to the OWNER to terminate this Engineering Agreement for any
and all causes or for its convenience at any time upon fifteen (15) days written notice to the
ENGINEER.
9.1.2. If termination for default is effected by the OWNER, an equitable adjustment in the price provided
for in this Agreement shaU be made, but (1) no amount shall be allowed for anticipatcd profit on
unperformed services or other work, and (2) any payment due to the ENGINEER at the time of
termination may be adjustcd to cover any additional costs to the OWNER because of the
ENGINEER's default. If termination for convenicnce is effected by the OWNER, the equitable
adjustment shall include a reasonable profit, as deterrnined 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.
9.1.3. Upon receipt of a termination action under paragraph 9.1.2, the ENGINEER shall (1) promptly
discontinue all affected work (unless the notice directs otherwise), and (2) deliver or otherwise
make available to the OWNER within ten (10) days copies of aU 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.
9.1.4. In the event this Contract is terminated prior to completion, the original copies of the
ENGINEER'S data, recommendations, plans, specifications, analysis and other related documents
prepared by the ENGINEER prior to said termination shall be delivered to and become the
property of the OWNER.
9.1.5. Upon termination, the OWNER may take over the work and may award another party an
Agreement to complete the work under this Agreement.
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9.1.6. OWNER'S right to terminatc is in addition to any other remedies OWNER may have under the
law.
92 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 bc 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.
9.3 EMPLOYMENT
The ENGINEER warrants that he has not employed or retained any company or persons, other than a bona
fide employee, working solely for thc 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, pcrccntage, 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.
9.4 NONDISCRIMINA TION
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 covcred herein without prior written approval of
the OWNER.
9.6 STANDARD OF CARE
In providing services under this agreement, the ENGINEER will perform in a manner consistent with the
degree of care and skill ordinarily exercised by members of the same profession currently practicing under
similar circumstances. If any service should be found to be not in conformance with this standard, the
ENGINEER shall, at the OWNER's request, re-perform the service at its own expense. Engineer shall
also, at its own expense, make such changes, modifications or additions to the project which are made
necessary as a result of the initial non-performance or the re-performance of services. The OWNER's
rights herein are in addition to any other remedies the OWNER may have under the law.
9.7 LEGAL RELATIONS
9.7.1. The ENGINEER shall comply with all Federal, State, and Local laws and ordinances applicable to
the work to be done.
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9,72_ The ENGINEER agrees to indemnify, hold harmless, and defend the OWNER, its officers,
directors, agents, and employees from and against any suits, causes of action, claims, demands,
damages, costs, expenses, obligations, and liability of any character, including attorney's fees,
arising out of or resulting from or in connection with the ENGINEER's negligent performance of
the services specified in this agreement. In the event the OWNER is found proportionately
responsible, the ENGINEER will be held responsible only for those damages, costs, attorney's
fees, and liabilities as are attributable to the ENGINEER's percent of fault as compared with 100%
of the fault giving rise to the damages.
9.7.3. The ENGINEER agrees to indemnify, hold harmless and defend the OWNER, its officers,
directors, agents, and employees from and against any suits, causes of action, claims, demands,
damages, costs, expenses, obligations, and liability of any character, including attorney's fees,
arising out of or resulting from or in connection with the ENGINEER's non-negligent
performance of the services specified in this agreement. In the event the OWNER is found
proportionately responsible, the ENGINEER will be held responsible only for those damages,
costs, attorney's fees, and liabilities as are attributable to the ENGINEER's percent of fault as
compared with 100% of the fault giving rise to the damages.
9.7.4. In an appropriate case in which attorney's fees are awarded to the OWNER following a wrongful
refusal of a tender of defense, said fees may include fees and salary paid by the OWNER to the
City Attorney or other in-house counsel.
9.7.5. The indemnity required herein shall not be limited by reason of the specification of any particular
insurance coverage in this agreement.
9.7,6. The ENGINEER shall perform this agreement as an independent contractor, and as such, is
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.
9.8 INSURANCE
The ENGINEER shall secure and furnish to the OWNER certificate of insurance, therein, naming the
OWNER as an additional insured, to include thirty (30) days notice of cancellation or non-renewal.
Without limiting any of ENGINEER's obligations hereunder, ENGINEER shall secure and maintain, until
the work is completed and accepted by the OWNER, insurance coverage naming the OWNER as additional
insured with minimum insurance coverage as follows:
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Type of Coverae:c
Limits
Employers'Liahility:
$ 100.000 per accident
General Liahility:
Bodily Iniury & Property Damage
Single and comhined
$ 1,000,000 per accident
Gencral Aggregate:
$ 2,000,000
Excess Liability coverage (umbrella):
$ 1,000,000 each occurrence
Automobile:
Bodily Iniury covering all
automobiles, trucks.
tractors, trailers. or
other automotive equip-
ment whether owned or
rentcd by Engineer or
owned by employees of
Engineer.
$ LOOO.OOO each person
$1.000.000 each occurrence
Property Damae:e covering:
all automobiles. trucks.
tractors. trailers or other
automotive equipment whether
owned or rented bv Engineer
or owned by employees of
Engineer
$ 100.000 each occurrence
OR
Bodily Iniury & Property Damage
Simde and combined
$1.000.000 each occurrence
In addition to the above insurance coverage, the ENGINEER shall secure and maintain, until the work is completed
and accepted by the OWNER, and without naming OWNER as an additional insured, Professional Errors and
Omissions insurance coverage as follows:
Professional Errors & Omissions:
$ 1,000.000 per claim and
aggregate each occurrence
9.9 ENDORSEMENT
The ENGINEER shall place his endorsement on all drawings and other data furnished by him.
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9.10 OWNERSHIP OF DOCUMENTS
The parties admit and agree the documents produced under this agreement are not intended or represented
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 ancl without liability or legal
exposure to ENGINEER, or to ENGINEER's independent professional associates or consultants. Files in
electronic media format of text, data, graphics, or of other types that are furnished by ENGINEER to
OWNER are only for convenience of owner. Any conclusion or information obtained or derived from such
electronic files will be at the user's sole risk.
9.11 PUBLIC INFORMATION
'l'he ENGINEER shall not issue any statements, releases or information for public dissemination without
prior approval of the OWNER.
9.12 PROPRIETARY RIGHTS
If patentable discoveries or inventions should result from work required herein, all rights accruing from
such discoveries or inventions shall be joint property of the ENGINEER and the OWNER. Provided that
the OWNER, state agencies or political subdivisions and the United States Government shall have the
irrevocable, nonexclusive, nontransferable and royalty-free license to 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.
9.13 RECORDS
The ENGINEER shall maintain accounting records and other evidence pertaining to the cost incurred and
to make the records available at all reasonable times during the Contract term and for one (1) year from the
date of final payment. Such accounting records and other evidence pertaining to the cost incurred will be
made available for inspections by OWNER.
9.14 SUCCESSORS IN INTEREST
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.
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 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.
9.16 MODIFICATIONS AND AMENDMENTS
That any amendment or moditlcation 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.
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In witness Whereof, the Parties hereto cia make and execute this Agreement.
CITY OF BOZEMAN, MONTANA
THOMAS, DEAN & HOSKINS, INC.
(City Manager)
~ -1-L
DATE: March 17. 2003
DATE:
3:>/(0/03
Al'TEST:
B7l1{:~~
ATTEST:
BY:~~(/ d- ~~
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EXHIBIT ^
TO AGREEMENT BETWEEN OWNER AND
ENGINEER FOR PROFESSIONAL SERVICES
ENGINEER'S STATUS DURING CONSTRUCTION
This Exhibit is attached to, made a part of and incorporated by reference with the Agreement made
on ,_ 03, between CITY OF BOZEMAN (OWNER) and Thomas, Dean & Hoskins, Inc.
(ENGINEER) providing for professional enginecring services.
ARTICLE 10 - ENGINEER'S STATUS DURING CONSTRUCTION
10.1 OWNER'S REPRESENTATIVE
ENGINEER will be OWNER's representative during the construction period. The duties and
responsibilities and the limitations of authority of ENGINEER as OWNER's representative during
construction are set forth in the Contract Documents and shall not be extended without written consent of
OWNER and ENGINEER.
10.2 VISlTS TO THE SITE
ENGINEER will make visits to the site at intervals appropriate to the various stages of construction to
observe the progress and quality of the executed Work and to determine, in general, if the Work is
proceeding in accordance with the Contract Documents. ENGINEER will not be required to make
exhaustive or continuous on-site inspections to check the quality or quantity of the Work. ENGINEER's
efforts will be directed toward providing for OWNER's greater degree of confidence that the completed
Work will conform to the Contract Documents_ On the basis of such visits and on-site observations as an
experienced and qualified design professional, ENGINEER will keep OWNER informcd of the progress of
the Work and will endeavor to guard OWNER against defects and deficiencies in the Work.
10.3 PROJECT REPRESENTATION
If OWNER and ENGINEER agree, ENGINEER will furnish a Resident Project Representative to assist
ENGINEER in observing the performance of the Work. The duties, responsibilities and limitations of
authority of any such Resident Project Rcpresentative and assistants will be as provided in EXHIBIT B, A
LISTING OF THE DUTIES, RESPONSIBILITIES AND LIMITATIONS OF AUTlIORITY OF
THE RESIDENT PROJECT REPRESENTATIVE.
10.4 CLARIFICA TIONS AND INTERPRETATIONS
ENGINEER will issue with reasonable promptness such written clarifications or interpretations of the
requirements of the Contract Documents (in the form of Drawings or otherwise) as ENGINEER may
determine nccessary, which shall be consistent with or reasonably inferable from the overall intent of the
Contract Documents. If CONTRACTOR believes that a written clarification or interpretation justifies an
increase in the Contract Price or an extension of the Contract Time and the parties are unable to agree to the
amount or extent thereof, CONTRACTOR may make a claim thercfor as providcd in thc General
Provisions of the construction Contract Document.
10.5 AUTHORIZED VARIATIONS IN WORK
ENGINEER may authorize minor variations in the Work from the requirements of the Contract Documents
which do not involve an adjustment in the Contract Price or the Contract Time and are consistent with the
overall intent of the Contract Documents. These may be accomplished by a Field Order and will be
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binding on OWNER, and also on CONTRACTOR who shall perform the Work involved promptly. If
CONTRACTOR believes that a Field Order justifics an increase in the Contract Price or an extension of the
Contract Time and thc parties are 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 bclicves to be defective,
and will also havc authority to requirc 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 DRA WINGS, 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 ordcr
provisions of the Gencral Provisions of the construction Contract Document.
10.7.3 The ENGINEER's responsibilities for contractor's Application for Payment shall comply with the
payment provisions of the General Provisions of the construction Contract Document
lO.8 DETERMINA TIONS FOR UNIT PRICES
ENGINEER will determine the actual quantities and classifications of Unit Price Work performed by
CONTRACTOR. ENGINEER will review with CONTRACTOR the ENGINEER's preliminary
determinations on such matters before rendering a written recommendation thereon (by recommendation of
an Application for Payment or otherwise) to OWNER.
10.9 DECISION ON DISPUTES
10.9.1 ENGINEER will be the initial interprcter of the requircmcnts of the Contract Documents and
judge of the acceptability of the Work thereunder. Claims, disputes and other matters relating to
the acceptability of the Work or the intcrpretation of the requirements of the Contract Documents
pertaining to the performance and furnishing of the Work and claims under The General
Conditions of the Construction Contract in respect of changes in the Contract Price or Contract
Time will be referred initially to ENGINEER in writing with a rcquest for a formal decision in
accordance with this paragraph, which ENGINEER will render in writing within a reasonable
time. Written notice of each such claim, dispute and other matter shall be promptly reported and
copied to the OWNER.
10.9.2 When functioning as interprcter under paragraphs 10.8 and 10.9.1, ENGINEER will not show
partiality to OWNER or CONTRACTOR and will not be liable in connection with any
interpretation or decision rendered in good faith in such capacity. The rendering of a decision by
ENGINEER pursuant to paragraphs 10.8 and 10.9.1 with respect to any such claim, dispute or
other matter will be a condition precedent to any exercise by OWNER or CONTRACTOR of such
rights or remedies as either may otherwise have under the Contract Documents or by Laws or
Regulations in rcspect of any such claim, dispute or other matter.
10.10 LIMITATIONS ON ENGINEER'S RESPONSIBILITIES
10.10.1 Neither ENGINEER's authority to act under this Article or elsewhere in the Contract Documents
nor any decision made by ENGINEER in good faith either to exercise or not exercise such
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authority shall give rise to any duty or rcsponsibility of ENGINEER to CONTRACTOR, any Sub-
contractor, any Supplier, or any other person or organization performing any of the Work, or to
any surety for any of them.
10.10.2 Whenever in the Contract Documents the terms "as ordered", "as directcd", "as required", "as
allowed", "as approved" or tcrms of like effcct or import arc used, or the adjectives "rcasonable",
"suitable", "acceptable", "Proper" or "satisfactory" or adjectives of likc cffcct or import are used to
dcscribe a requirement, direction, review or judgment of ENGINEER as to the Work, it is intended
that such requirement, direction, review or judgment will be solely to cvaluate the Work for
compliance with the Contract Documents (unless there is a specific statement indicating
otherwisc). The use of any such term or adjectivc shall not be effective to assign to ENGINEER
any duty or authority to supervise or direct the furnishing or performance of the Work or any duty
or authority to undertake responsibility contrary to the provisions of paragraph 4.5.3.
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EXHIB IT B
TO AGREEMENT BETWEEN OWNER AND
ENGINEER FOR PROFESSIONAL SERVICES
A LISTING OF' THE DUTIES, RESPONSIBILITIES AND
LIMITATIONS OF AUTHORITY OF THE RESIDENT PROJECT REPRESENTATIVE.
This Exhibit is attached to, made a part of and incorporated by reference with the Agreement made
on ,20 , between CITY OF BOZEMAN (OWNER) and Thomas, Dean & Hoskins, Inc,
(ENGINEER) providing for professional engineering scrvices.
ARTICLE 11 - DUTIES, RESPONSIBILITIES AND LIMITATIONS OF AUTHORITY OF THE
RESIDENT PROJECT REPRESENTATIVE
ENGINEER shall furnish a Resident Project Representative (RPR), assistants and other field staff to assist
ENGINEER in observing performance of the work of Contractor.
Through more extensive on-site observations of the work in progress and field checks of materials and equipment by
the RPR and assistants, ENGINEER shall endeavor to provide further protection for OWNER against defects and
deficiencies in the work of CONTRACTOR; but, thc furnishing of such scrvices will not make ENGINEER
responsible for or givc 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 are applicable.
The duties and responsibilities of the RPR are limited to those of ENGINEER In this agreement and in the
construction Contract Documents, and are further limited and described as follows:
ILl GENERAL
RPR is ENGINEER's agent at thc site, will act as directed by and undcr the supervision of ENGINEER,
and will confer with ENGINEER regarding RPR's actions. RPR's dealings in matters pertaining to the on-
site work shall in general be with ENGINEER and CONTRACTOR keeping OWNER advised as
necessary. RPR's dealings with subcontractors shall only be through or with the full knowledge and
approval of CONTRACTOR. RPR shall generally communicate with OWNER with the knowledge of and
under the direction of ENGINEER.
11.2 DUTIES AND RESPONSIBILITIES OF RPR
11.2.1 Schedules: Review the progress schedule, schedule of Shop Drawing submittals and schedule of
values prepared by CONTRACTOR and consult with ENGINEER concerning acccptability.
11.2.2 Conferences and Meetings: Attend meetings with CONTRACTOR, such as preconstruction
conferences, progress meetings, job conferences and thc project-related meetings, and prepare and
circulate copies of minutes thereof.
11.2.3 Liaison:
I I .2.3.1 Serve as ENGINEER's liaison with CONTRACTOR, working principally through
CONTRACTOR's superintendent and assist in understanding the intent of the Contract
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Documents; and assist ENGINEER Il1 serving as OWNER's liaison with
CONTl{ACTOR.
11.2.3.2 Assist in ubtaining from OWNER additional details or information, when required for
proper execution of the Work.
11.2.4 Shop Drawings and Samples:
11.2.4.1 Record date of receipt of Shop Drawings and samples.
11.2.4.2 Receive samples which are furnished at the site by CONTRACTOR, and notify
ENGINEER of availability of samples for examination.
11.2.4.3 Advise ENGINEER and CONTRACTOR of the commencement of any Work requiring
Shop Drawing or sample if the submittal has not been approved by ENGINEER.
11.2.5 Review of Work, Reiection of Defective Work. Inspcctions and Tests:
11.2.5.1 Conduct on-site observations of the Work in progress to assist ENGINEER in
determining if the Work is in general proceeding in accordance with the Contract
Documents.
11.2.5.2 Report to ENGINEER whenever RPR believes that any Work is unsatisfactory, faulty or
defective or does not conform to the Contract Documents, or has been damaged, or does
not meet the requirements of any inspection, test or approval required to be made; and
advise ENGINEER of Work that RPR believes should be corrected or rejected or should
bc uncovered for observation, or requires special testing, inspection or approval.
11.2.5.3 Verify that tests, equipment and systems startup and operating and maintenance training
are conducted in the presence of appropriate personnel, and the CONTRACTOR
maintains adequate records thereof; and observe, record and rcport to ENGINEER
appropriate details relative to the test procedures and startup.
11.2.5.4 Accompany visiting inspectors representing public or other agencies having jurisdiction
over the Projcct, record the results of these inspections and report to ENGINEER,
11.2,6 Interpretation of Contract Documents: Report to ENGINEER when clarifications and
intcrpretations of the Contract Documents are needed and transmit to CONTRACTOR
clarif1cations and interpretations as issued by ENGINEER.
11.2.7 Modifications: Consider and evaluate CONTRACTOR's suggestions for modifications in
Drawings or Specifications and rcport with RPR's recommendations to ENGINEER. Transmit
to CONTRACTOR decisions as issued by ENGINEER.
11.2.8 Records:
11.2.8.1 Maintain at the job site orderly fi les for correspondence, reports of job conferences, Shop
Drawings and samples, reproductions of original Contract Documents including all Work
Directive Changes, Addenda, Change Orders, Field Orders, additional Drawings issued
subsequent to the execution of the Contract, ENGINEER's clarifications and
interpretations of the Contract Documents, progress reports, and other Project related
documents.
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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 uaily 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 sitc visitors, daily activities, decisions,
observations in general, and specific observations in more detail as in the case of
observing test procedures; and scnd copies to ENGINEER.
11.2.8.3 Record names, addresses and telephone numbers of all CONTRACTORS, subcontractors
and major suppliers of materials and equipment.
11.2.9 Reports:
11.2.9.1 Furnish ENGINEER periodic reports as required of progress of the Work and of
CONTRACTOR's compliance with the progress schedule and schedule of Shop Drawing
and sample submittals.
11.2.9.2 Consult with ENGINEER in advance of scheduled major tests, inspections or start of
important phases of the Work.
11.2.9.3 Draft proposed Change Orders and Work Directive Changes, obtaining backup material
from CONTRACTOR and recommend to ENGINEER Change Orders, Work Directive
Changes, and Field Orders.
11.2.9.4 Report immediately to ENGINEER and OWNER upon the occurrence of any accident.
11.2.10 Payment RCl]Uests: Review applications for payment with CONTRACTOR for compliance
with the established procedure for their submission and forward with recommendations to
ENGINEER, noting particularly the relationship of the payment requested to the schedule of
values, Work completed and materials and equipment delivered at the site but not incorporated
in the Work.
11.2.11 Certificates, Maintenance and Operation Manuals: During the course of the Work, verify that
certificates, maintenance and operation manuals and other data required to be assembled and
furnished by CONTRACTOR are applicable to the items actually installed and in accordance
with the Contract Documents, and have this material delivered to ENGINEER for review and
forwarding to OWNER prior to tinal payment for the Work.
11.2.12 Completion:
11.2.12.1
Submit to CONTRACTOR, and ENGINEER a list of observed items requiring
completion or correction before ENGINEER may issue a Certiticate of Substantial
Completion.
11.2.12.2
Assess completion or correction of items noted under 11.2.12.1, advise ENGINEER
on their status, and make recommendation to Engineer regarding issuance of a
Certificate of Substantial completion.
11.2.12.3
Conduct final inspection in the company of ENGINEER, OWNER, and
CONTRACTOR and prepare a tinallist of items to be completed or corrected.
11.2.12.4
Observe that all items on tinal list have been completed or corrected and make
recommendations to ENGINEER concerning final acceptance.
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11.3 LIMITATIONS OF AUTHORITY
Resident Project Representative:
11.3.1 Shall not authorize any deviation from the Contract Documents or substitution of materials or
equipments, unless authorized by ENGINEER.
11.3.2 Shall not exceed limitations of ENGINEER's authority as set forth in the Agreement or the
Contract Documents.
11.3.3 Shall not undertake any of the responsihilities of CONTRACTOR, subcontractors or
CONTRACTOR's superintendent.
11.3.4 Shall not advise on, issue directions relative to or assume control over any aspect of the means,
methods, techniques, sequences or procedures of construction unless such advice or directions
are specifically required by the Contract Documents.
11.3.5 Shall not advise on, issue directions regarding or assume control over safety precautions and
programs in connection with the Work.
11.3.6 Shall not accept Shop Drawing or sample submittals from anyone other than CONTRACTOR.
11.3.7 Shall not authorize OWNER to occupy the Project in whole or in part.
11.3.8 Shall not participate in specialized tield or laboratory tests or inspections conducted by others
except as specifically authorized by ENGINEER.
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Amendment No.1 to Professional Services Agreement
}'or North 19th Avenue and Valley Center Road Engineering
THIS AGREEMENT is made as of this 10th day of January ,2005, between
THE CITY OF BOZEMAN, a Municipal Corporation, Bozeman, Montana, herein referred to as OWNER and
Thomas, Dean & Hoskins, Inc., an Engineering Consulting Firm of Bozeman, Montana, herein referred to as
ENG INEER.
WHEREAS, the parties have entered into a Professional Services Agreement dated March 17,2003,
herein referred to as Original Agreement for professional engineering services; and
WHEREAS, the parties desire to further amend the provisions of this Agreement.
NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS CONTAINED
HEREIN, the parties agree as follows:
ARTICLE I-ENGINEERING SERVICES
Section 1.3 of the Original Agreement is amended to include the following:
1.3.3 SURVEY
1.3.3.1 Surveys included in the project are: topography, contours, utility location, hydraulic, locate and
tie existing property comers, control traverse survey, surveying of wetlands mitigation area, and
preliminary layout surveying of Rawhide Ridge and Deadmans Guleh properties' catch limits.
1.3.4 TRA}'}'IC ANALYSIS
1.3 A.ll Traffic engineering design including:
A. Redesign of approaches for new design vehicle standard
B. Rawhide Ridge alternative access designs for right-of-way issues
C. Bozeman Ford southbound left turn analysis
D. Valley Center Road realignment analysis for gas main issues
1.3.6 ENVIRONMENTAL
1.3.6.4 wetland mitigation design and permitting services by cnvironmental consultant as required by
regulatory agencies, as condition of approval.
1.3.8 UTILITIES
Delete 1.3.8.3 regarding design of water main system.
1.3.9 ROAD DESIGN AND PLANS
1.3.9.4 Design to preparc preliminary plans for bicycle and pedestrian path. Later it was decidcd not to
include the design in the plans.
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1.3.9.5 Design to accommodate gas main along Valley Center Road.
1.3.9.6 Coordination, specifications, and details associated with median inigation system.
1.3.11 LIGHTING
1.3.11.4 Final plan modifications for new MDT electrical metering standards
ARTICLE 4-BASIC ENGINEERING SERVICES
4.5 CONSTRUCTION PHASE
Section 4.5.1 of the Original Agreement is amended to include the following:
4.5 .1.14 Wetland mitigation construction and revegetation services by subconsultant.
ARTICLE 6-COMPENSATION FOR ENGINEERING SERVICES
6.1 LUMP SUM AGREEMENT }'OR BASIC SERVICES AND EXPENSES OF ENGINEER
Section 6.1 of the Original Agreement is amended to include the following:
6.1.1 Payment. The OWNER shall for design phase services performed as Basic Engineering
Services under sections 4.1 through 4.4 of this agreement pay a total sum in the amount of $ 384,603
for such services.
6.1.2 Payment Schedule. Total cumulative payments for the design phase engineering serVlees
(sections 4.1 through 4.4) shall not exceed the following ceilings:
$ 115.381 (30 % of design fee) until the Pre-design Investigation, SID creation services and
Preliminary Design Report have been submitted to the OWNER.
L 230.762 (60% of design fee) until the Preliminary Plans and Specifications have been submitted
to the OWNER and review authorities.
L__365.373 (95% of design fee) until the Final Plans and Specifications have been submitted to the
OWNER and review authorities.
6.2 DIRECT LABOR COST PAYMENT FOR BASIC SERVICES AND EXPENSES 01" ENGINEER
Section 6.2 ofthe Original Agreement is amended to include the following:
6.2.1 The OWNER shall pay for Construction Phase and Project Documentation Services an amount
not to eX~I<~9. $443.391 except as provided under 6.2.1.2 and 6.2.4.
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6.2.1.1 Costs Compensation. Compensation for thcse services shall bc based on the
ENGINEER's Direct Labor Cost times a factor of'-JjL for services rendered which shall cover
Direct Labor, Direct Labor Overhead, General & Administrative Overhead and Profit.
6.2.1.2 Notification. At any time during the construction that it becomes apparent that the
Construction Phase and Project Documentation Services rendered under this Agrcement will
exceed the negotiated compensation for these services, and prior to perfonning services in
excess of the contract ceiling, the ENGINEER shall give OWNER written notice thereof.
Promptly thereafter OWNER and ENGINEER shall review the scope and progress of the
project work. ENGINEER shall obtain written authorization from OWNER, prior to any
additional costs being incurred under paragraph 6.2.1.3. If it is detennined that due to a change
in project scope under paragraph 5.2.1, the ENGINEER is entitled to additional compensation,
OWNER and ENGINEER may negotiate terms as provided under 6.2.1.1. The amount and
terms of any additional compensation under 6.2.1.1 or 6.2.1.3 shall bc negotiated and agreed in
writing pursuant to 9.16.
6.2.1.3 Costs Exceeding Estimated Compensation. Except as allowed under 5.2.1, when the
total cost of the original scope Construction Phase and Project Documentation Services exceeds
the negotiated compensation for these services, 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
ENGINEERtS Direct Labor Cost times a factor of 2.668 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. Reimbursable Expenses, as defmed in section 7.4 of this Agreement, for Basic Services and
Approved Additional Services shall be paid to the ENGINEER by the OWNER in the actual amount of
the costs incurred up to an amount not to exceed $ 99.918 which includcs $ 59.647 for consultants
cmployed by the Engineer and $ 40.271 for all other reimbursable expenses. The estimated
reimbursable expenses are identified in Exhibit "~ ".
6.2.3. Failed Test Expenses. The ENGINEER shall maintain and provide to the OWNER, a record of
the costs associated with failing quality control tests performed for the OWNER during the course of the
construction of the project and recommend an amount the OWNER deduct from the contractor(s)
payments.
6.2.4 The OWNER shall pay an amount for Additional Services rendcred by the ENGINEER and
approved in writing by the OWNER on the basis of the ENGINEER'S Direct Labor Costs times a factor
of ~, or an amount otherwise negotiated at the time such serviccs are requested and approved by the
OWNER.
ARTICLE 7-MEANING OF TERMS
7.3 DIRECT LABOR COSTS
Section 7.3 of the Original Agreement is amended to include thc following:
Direct Labor Costs used as a basis for payment mean the actual salarics and wages paid to all ENGINEER's
persolU1e1 cngaged dircctly on the Project, including, but not limited to, engineers, architects, surveyors,
designers, drafters, specification writers, estimators, other technical and business personnel; but docs not include
indirect payroll related costs or fringe benefits. For the purposes of this Agreement the principals and
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employees ofthe ENGINEER maximum billable Direct Labor Costs are:
Principal
Senior Engineer
Engineer
Junior Engineer! Engincering Technician
CADD Drafter
Teclmician
ConstlUctionlnspector
Survey Party Chief /Professional Land Surveyor
Surveyor
Clerical
$46.66/hour
$36.00/hour
$32.66/hour
$20.50/hour
$15.75/hour
$12.00/hour
$19.50/hour
$21.00/hour
$15.50/hour
$ 13.00/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.
IN WITNESS WHEREOF, the parties hereto do make and execute this Agreement on the day and year
first above written.
i28:L~
Clerk of Commission
ATTEST:
BY~A'(&7CK-)
C~J~1~\
ENGINEER
By:
Its:
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anuary 4, 2005
Task No.1 I Mileage Nuke Gauge I Photocopies CAD Station T Lath, Stakes I GPS I Total Station I Misc. I Subconsultant
Task (mile) (month) (pages) (day) (lump sum) (day) (day) (dollars) (dollars)
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1 ISubmittal Review : , ~-
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Traffic - Marvin & Assoc. : i ! ; $12,600.00
I ! .-. ,
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2 Inspection and Testing 3000 ! -~
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! , M___ -------
Nuclear Densometer 7.5
Marshall ; i $13,500.00 I
Concrete a.c. ! I $1 ,500.00 !
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Gradations I I $1,750.00
Proctor Lab Testing ; $750.00
i i i ! ~,
3 !Construction Management 2282! i I i
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IWetland Mitigation i I i
4 I i
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Vaughn Environmental i I ~ ! I $47,047.00
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5 : Construction Staki ng 2000! I I $1,500.00 I 10' 93.00 ;
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: " ----
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!
I----- TOTAL QUANTITY ! 7282 7.5! $1,500.00, 10! 93 $17,500.00 $5~~
Rate ! $0.50 $400.00 i $0.10 $60.00. I $440.00i $110.00
Cost $3,641 : $3,OOO! ! $1,500 I $~ $10,230.00 $17,500.00. $59,647.00
: Total Reimbursables Cost: $99,918 : ! -
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"EXHIBIT C"
Reimbursable Expense Summary
North 19th Avenue SID
Construction Engineering Services Fee Schedule
Prepared by Thomas Dean & Hoskins, Inc.
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THIS AGREEMENT IS made as OftlllS _. ; day of f4-'-'~'./> y ,~between
THE CITY OF BOZEMAN, a Municipal CorporatlOn, Bozeman, Montana, herein referred to as OWNER and
Thomas, Dean & Hoskms, Inc., an Engmeering Consultmg Firm of Bozeman, Montana, herem referred to as
ENGINEER.
Amendment No.2 to Professional Services Agreement
For North 19th Avenue and Valley Center Road Engineering
WHEREAS, the parties have entered mto a Professional Services Agreement dated March 17,2003, and
herein referred to as Ongmal Agreement for professional engmeering services; and amended by Amendment
No.1 dated Janumy 10. 2005; and
WHEREAS, the parties desire to further amend the proviSIOns ofthls Agreement.
NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS CONTAINED
HEREIN, the parties agree as follows.
ARTICLE 4-BASIC ENGINEERINq.SRRVICRS
4.5 CONSTRUCTION PHASE
SectIOn 4.5.1 of the Amended Agreement IS amended as follows:
4.5.1.2 ProVide personnel, equipment, and supplies for construction layout and control, includmg
establishment of hne, grade and blue top staking, and special staking for aU hght poles, ADA ramps,
stripmg and miscellaneous structures
4.5 .1.14 Wetland mitigation scrVlees by subconsultant, to include design and wetland bankmg eash-m-
heu payment to US Army Corps of Engmeers. No construction of wetlands mitigation improvements is
rcqUlred.
4.5.1.15 Surveying and field engmeering to install ADA accessible ramps at aUmtersectlOns.
4.5.1.16 Traffic control coordlllahon for MDT overlay.
ARTICLE 6-COMPENSAIIO_N FOR ENGINEERING SERVICES
6.2 DIRECT LABOR COST PAYMENT FOR BASIC SERVICES AND EXPENSES 01<' ENGINEER
Section 6.2 of the Amended Agreement is amended to lllcIude the foUowmg:
6.2.1 The OWNER shall pay f()r Constructlon Phase and Project DocumentatIOn Servlccs an amount
not to exceed $428,8.0} except as proVided undcr 6.2 1.2 and 6.2 4.
6.2.2 Reimbursable Expens~~, as defined m section 7.4 of this Agreement, for BaSIC SLTVICCS and
Approved Additlonal Services shaU bc pmd to the ENGINEER by the OWNER In the actual amount of
the costs lllcurred up to an amount not to execcd $ 55,850 which lllcIudes $ __J 2,6()() fix consultants
employcd by thc Fngmeer and $ 43.250 for all othcr rCllnbursablc expCllSCS
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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 on the day and year
first above written.
Brit ontenot
Clerk of Commission
APPROVED A!}1fO FO~
J!u(P 4i()-f
Paul Luwe
City Attorney
C~tf~~'
Chris Kukulski
City Manager
ENGINEER tJw .} !2,.,tJ
David J. Crawford /
Vice President
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