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HomeMy WebLinkAbout06- Morrison-Maierle Standard Agreement between Owner and Engineer ........ , . . 11;-. MORRISON-MAIERLE, INC. .-;1 I ST ANDARD AGREEMENT between OWNER AND ENGINEER Project Number 0417.053 THIS IS AN AGREEMENT made as of May 25, 2006 between MORRISON-MAIERLE, INc. (ENGINEER) ane! City Of Bozeman, (OWNER). OWNER intends to obtain grant funding for a parking garage (hereinafter called the Project) Tne Scope of Services shall include assistance in the grant application process. OWNER and ENGINEER in consideration of their mutual covenants herein aoree with respect to ths oerformance of i professional services by ENGINEER and the payment for those services by OWN~ER as set forth below: . t * * * * * 1<: ..;,- ..;,- * "* * "1-: "* "}( "j," "A" * -;.; * "11: "/I: * "A" "J: * * -jr; "1\" ! METHOD OF PAYMENT , ,----, Method 1 - HOURLY RATE - Hourly rates as specified in the Special Provisions or attachments heretc, plus an ar.-lOur,! I LJ I equal to ENGINEER's actual reimbursable expenses related to the project times a facto, of Tile totai I compensation for services identified herein is estimated to be . This fee may not be exceeded withal!' t prior written approval of the OWNER III ; Method 2 - LUMP SUM - A lump sum fee of $ . !~ ~ Method 3 - Compensation for these services shall be based on ENGINEER'S direct labor cost times CJ factoi of 3.0 pIU;:: reimbursable expenses times a factor of 1.05. Pavment is due upon receipt of ENGINEER's statement(s). OWNER agrees to pav interest at the maximun-' leaa: rate allowed by law for payments not received within 30 days after receipt of fhe statement. - r. * -A- * * * "* * * * '* \It' * "k * .J..- "k * ~: "}( 1<" * * * * -A- -;.; 11: * SPECIAL PROVISIONS See attached Scope of Services letter dated May 25, 2006 ,.. * * * *: 'k -;.; 1( * -A- * * * * * * * * * * * * * * * * * * IN WITNESS WHEREOF, the parties hereto have made and executed this AGREEMENT as of the Ge\! ana vea;- ks! , above written. " . OWNER: ENGINEER: Citv of Bozeman Morris )rl-Maierle Inc. /? By:(\~A,~ By: 1-.9- ~? j? _ L_-.<--_ c.J...("~L- k-.J ~ J~ C~ I Name: Name: ,John R Schunke , I Title C;,~ ~JJ A "lfi......\ Title: Vice-Pre5ident I . j !f ., Address for qivlnq notices: 'I Address for qivino notices - . Ii PO Box 1230 901 Technoloqy Blvd. - , I Bozeman, MT 59771 PO Box 1113 I ., Bozeman, MT 59771-1113 Tne "General Provisions of Standard Agreement" on the attached pages to this form are a part of this AGREEME:NT I ;1 i i I I L r ,. ~ .' CNvnor-Enplneer.Fill-m.December 2004 Page i of 4 R.~vlsed 1210~ I I ill. . I MORRISON-MAIERLE, INC. .-=1 .. I I '! GENERAL PROVISIONS OF STANDARD AGREEMENT I SECTION 1 - BASIC SERVICES OF ENGINEER ,l 1.1 ENGINEER shall perform professional services as set forth in the Scope of Services as described on page one ot th:s AGREEMENT, or as further described in Attachments hereto. I I i I 1.2 Execution of this AGREEMENT by the OWNER constitutes written authorization for the ENGINEER to proceed, ! ' i I 111.3 ENGINEER shall serve as the OWNEF~'S prime design professional and engineering representative for the Proiect and periom, ! , professional services as set forth in the AGREEMENT. ! '11.4 ENGINEER shall advise OWNER as to the ,necessity of~he OWNER providing or obtaining from others data or services ruouired fo~ , the PrOJ8cr which are not part of the ENGINEER S Scope of ;:,ervlces. , ~ 1.5 If the project requires the ENGINEER'S services during the construction phase of the project, the scope of servicu:; shall he as S9 forth on pa~18 one or as described on attachments hereto. ENGINEER'S efforts will be directecl toward providing a preater newee 0; confidence for OWNER that the completed work of the CONTRACTOR will conform to the Contract Documents, but ENGlr-.!:::ER snali nol bF responsible for CONTRACTOR's consrruction means, methods, sequence, techniques or procedures necessary for penormJrlg the work nor shall ENGINEER be responsible for the failure of CONTRACTOR to perform the construction in accordanuj witn tne::::;ontracl Documents. The presence of tt18 ENGINEER at the construction site also shall not relieve the CONTRACTOR r/ its jobsire Salel) I ohligations. t i ENGINEER shall not be responsible for the acts or omissions of any CONTRACTOR or Subcontractor or any other Dersons at (ho site o~ ! otherwise performin9 clnY of the CONTRACTOR'S work. However, nothing contained herein shall be construed to release t:NGINEER frorr 1 his responsibilitios to properly perform duties undertaken by him as a part of this AGREEMENT. 1.6 The standard of care for all proiessional engineering and related services performed or furnished by ENGIN:::ER under this AGREEMENT will be the care anq skill ordinarily used by memhers of ENGINEER'S profeSSion practicing under similar conrJiilons at the same time and in the same locality. ENGINEER makes no warranties, express or implied, under this AGREEMEN";' or otnerwisc. in connection with ENGINEER's services The ENGINEER will be notified of any errors or omissions and will assist in determining corrective action. 1.7 The OWNER, without invalidating this AGREE:MENT, may request a change in the scope of services and ENGINcER shalllssuo to OWNER a proposal setting forth an adjustment to the tee for services representing the value of the requested change. SECTION 2 - OWNER'S RESPONSIBILITIES 2.1 OWNER shali provide all previous documents relating to the Project, all criteria and full information as to OWNER's rc::)u'rements to: tho Project and shall designate a person with the authority to act on OWNER's behalf on all aspects ot the ProJect. :JV'/NEF~ snail ~live prompt written notice to ENGINEER whenever he observes or otherwise becomes aware 01 any defect in the work. f ?? OWNER snail also be responsible for the following and pay all costs inCident thereto: I ~.- f (1) Provide such lepe;!, accountin~J and other counseling services as may be required for the project I (2) Obtain ana pay all costs incidental to obtaining permits from governmental authorities having jurisdiction over the ~r()JCcl. ~ I (3) Ohtain and furnish approvals from governmental authorities having jurisdiction over the Project. (4) Pay all costs Incident to obtaining bids or proposals from CONTRACTOR(s). (5) Pay all permit, review and filing tees required by governmental agencies. " 2.3 Contingency Fund. The OWNER and ENGINEER acknowledge that changes in design and/or construction of tn8 Project rnav be i r~)qulred for a variety of reasons during the design and construction phases of the Proiec'c, As a result, unforeseen changes mav cause the ~[ final construction and engineering costs of the Project to exceed tne initial Project cost estimates for construction and 'engln8enn~1. Tne ,; j OWNER agrees to set aSide suffiCient funds as a contingency reserve to be used, as reqUired, to cover any such incroased Project costs, ~ i ~~ SECTION 3 - PAYMENT TO ENGINEER '1. f' 3.1 The ENGINEEF: wil! submit monthly starements requesting payment whlcn shall be based on the amount of services provided and .: expenses incurred by ENGINEER dunng the billing period. Payment is aue ENGINEER upon receipt at statement tJV OWNC:F:. I: 3.3 if OWNER fails to make aoy paymeot due E NGI N EER to' se~ices aod expeoses with io thirty (30) days afie' 'eee'pt of EN G IN CERs If i: t , ,( i!~JWfle'"~flgineer.Fill-in.[)eCember 2004 Page 2 01' 4 i":.evlseeJ 12/O~ !~ . I, . . II'. MORRISON.MAIERLE, INC. ...1 statement therefore, the amounts due ENGINEER shall include an additional charge at the maximum lenal rate allowed bv law plus reasonable attorney iees, court costs and :::!ctual expenses incurred in connection with collection of any past due amount. ENGINEER mav suspend performance of services upon five (5) calendar days notice to the OWNER for failure of payments when due or all\( otner oreach 0; this AGREEMENT, 3.3 The type of fee will be specified on page one of this AGREEMENT and shall conform to one of the iollowing molhoCls of payment: Method 1 - HOURLY RATES, OWNER shall pay ENGINEER at the hourly rates specified on page one of this AGr:;cC:IV:t:NT or in I a.ttacnments hereto, for all services rendered by principals, engineers and employees eng.aged on the project, fJlus an amount eoual t.o ENGINEER's actual reimbursable costs related to the project times a factor to be specified on page one of this AGREEM::NT. The Standard I Hourly Rates and Reimbursable Expenses Schedule will be adjusted annually to reflect eqUitable changes in the compen3atiurI pc~vable TO the ENGINEER. I Method 2 - LUMP SUM. OWNER shall Day ENGINEER a lump sum fee for all services furnished by principals, engineer:,; (l;-]d employees ~ engaged on this project as necessary to complete the basic services described herein. Statements will be sLmm;ttsci based or, ; ENGINEER's estimate of work completed during each billin~J period. I Method 3 . OTHER METHOD. A method to be agreed upon by OWNER and ENGINEER and which shall be specified on p;-~ge one or in i attachments to this AGREEMENT I '3.4 Reimbursable expenses mean ttle actual expenses incurred by ENGINEER or ENGINEER's associates or consult;mrs in ::onnccilor' I with tne Project such as expenses for: transportation, subsistence. telephone calls, postage, reproduction of document:;, compute, charges, equipment charges and similar project-related items . i SECTION 4 " MISCELLANEOUS I' 4.1 Reuse of Documents, All documents including reports, drawings, specifications and other deliverables, wnctner :1'1 !JrI~teo or electronic media format, prepared or furnished by ENGINEER pursuant to this AGREEMENT are instruments of serv:C8 in reSDeCl of the Prajee and ENGINEER shall retain an ownership and property interest therein whether or not the Project is completed. OWNER mav make and retain copies for information and reference in connection with the use and occupancy of the project by OWNER anu otners: hC)Wever. such documents are not intended or represented to be suitable for reuse by OWNER or others on extensions of the Proiect or or, any othe, project. Any reuse without written verification or adaptation by ENGINEER for the specific purpose intended will be at OWNER's soie riSK and withouL liability or legal exposure to ENGINEER, or to ENGINEER's independent professional associates or consultants. OWNER shall indemnify and hold tlarmless ENGINEER and ENGINEER's independent professional associates and consultams Tro". all claims, damages, losses and expenses including attorneys' fees arising out of or resulting therefrom. Files in electronic media fo,mi'lt nf text, data, graphiCS, or of other types that are furnished by ENGINEER to OWNER are only for convenience of OWNER I\ny conClusion or information obtained or derived from such electronic files will be at the user's sole risk. 4.2 Opinions of Cost Since ENGINEER has no control over the cost of labor, materials, equipment or services furnisnerl by others, 0, over the CONTRACTOR(s) methods of determining prices, or over competitive bidding or market conditions, his ooinlons cl orobable Project Cost and Construction Cost provided for heroin are to be made on the basis of his experience and qualifications ~~nd represent his , best Judgment as an experienced and qualified professional ENGINEER familiar with the construction industry. ENGII~Ec;:( cannot and .! does not guarantee that proposals, bids or actual Project or Construction Costs will not vary trom opinions of probable cost preoared by him. : 4.:'" Limitation of Liability. In recognition of the relative risks, rewards and benetits of the Project to both the OWl\i::R and thd I ENGINEER, the risks have been allocated such that the OWNER agrees that ENGINEER's total liability to OWNER ;0, 8nv erd ell! \ injuries, claims, losses, expenses or damages whatsoever arising out of or in any way related to the Project or this AGF,:::cMcNT from j I any cause or causes, shall not exceed an amount equal to the ENGINEER's total compensation under this AGREEMEIH o~ the f total amount of $128,000.00, whichever is greater. I I 4..4 Conditions Beyond the Control of the Engineer. The OWNER recognizes that in the course of completing the selvices under this . AGREEMENT, the ENGINEER may encounter conditions which are beyond the control of the ENGINEER and thus crearin;) Dotenlicil TOr claims and additional costs to the ENGINEER which are not covered in fees earned for services provided. This category ;nclUOdS nut is not iimited to the following: . Professionai services relating to the disposal of hazardous wastes. or the encountering of hazardous wastes dUl"lng tne periOrmance of design and construction of the project. . Unknown underground utilities or other man-made underground oblects not properly located. . Unavoidable contamination of subsurface areas, aquifers, etc. or the disturbance of natural underground resource,; ouring the design ana construction of the project. I . I · Changed codes or standards during the course of the work. . Information provided by others which is not accurate or complete. II ., Conditions that may arise and differ significantiy from tnose existinr; a1 the beginning of the project. f, r t ii !C.Jw"ler-f.nQlneer.Fill-in.DeCember 200" Page 3 01"' 0;8\'ISeO 12/0.1 i . . Ir. MORRISON~MAIERLE, INC. .-=1 Should any such condition occur during ttle performance of this contri'lct, judged to be beyond the control ot tho ENGINECF-\. the DWN~f;; shi'lll waive any claim against the ENGINEER and i'lgrees to defend, indemnify cmd hold the ENGINEER harmless from anv C:ICll'll or liabilit" for injury of loss i'lllegedly arising from the ENGINEER'S encountering of said conditions. The OWNER agrees to compensate th", ENGINEER for any time spent and expenses incurred by the ENGINEER in defense ot any such claim with such compensation baser! upor, the ENGINEER'S prevailing tee schedule and expense reimbursement policy. I 4.5 Dispute Resolution. In the event that a dispute should arise relatinrJ to the performance of the services to be orovided unr!er thi~, I AGREEMENT, the OWNER and ENGINEER agree that they shall first submit the matter to mer!iation by a mutually agreecl uoon mediator , OWNER and ENGINEER further aqree to include a similar mer!iation anreement with all contractors, subcontractors. SULCo::su:tants. I suppliers and fabricators, thereby providing for mediation as the primary method for dispute resolution between all pan::es. Tne Mediator's fee shall be shared equally by the parlles. It the dispute IS not resolved by mediation. the matter may tnen be conSidered oy otner m8tnod~; I of di'pole cewlotion If ,","Iting '" hl;gal;on, ,,;, ageeed Ihat Ihe pee,,";ng party ,hall be entitled 10 ceca,ec all cea,onaoie 00'" mcorred ;c' the defense of the claim, inclur!ing staff time. court costs, attorney's fees and other claim-related expenses. I 4.6 Limitation of Cost. If ENGINEER has reason to believe that the total cost of services to the OWNER fm work unde~ thi:'. I AGREEMENT shall exceed the budgeted amount, ENGINEER shall inform OWNEF( in writing of such and submit " revlseu ("Sllmated ~ project cost for approval. OWNER shall not be obligatec) to reimburse ENGINEER for costs Incurred in excess of the 0"tl:113(ed co"t S9t , forth in this AGREEMENT and ENGINEER shall not be obligated to continue pEmormance under the AGREEMEN--;- or to incur CYStS In exceSs of the estimater! cost set forth in this AGREt:MENT unless and until OWNER has notified ENGINEER in writin~l thE:, me amount nc", been amended and shi'lll have specified in such notice a revised estimated cost which sllall thereupon constitute the DstilTats,j cost of services under this AGREEMENT. 4.7 Controlling Law. This AGREEMENT is to be governer! by the law ot the pnncipal place of business of the ENC;IN:i:::F. I 4,8 Certifications. The ENGINEER shall not be required to execute any document that would result in its certifying, ~1Uarameeinq or warranting the existence of conditions whose existence the ENGINEER cannot ascertain. 49 Termination. The obligation to provide furtner services under this AGREEMENT may be terminated by either party upon seven days written notice in the event of substantial failure by the other parly to perform in accordance with the terms hereof through no f~.u:t of th~: terminating party. In the event of any termination, ENGINEER will be paid for all services rendered and all reimburs8ble and termination expenses to the date of termination. i 'j 4.10 Successors and Assigns. OWNER and ENGINEER each binds himself and hiS partners, successors, executors, administrators, I~ assigns, and legal representatives to the other party of thiS AGREEMENT and to the partners, successors. executors aarr1JrlIstrators, I' assigns and legal reoresentatives of such other party, in respect to all covenants, agreements and obligations of thiS AGRE::':MENT r Nothing herein shall be construed to give any rights or benefits hereunder to anyone other than OWNER anr! ENGINEER 4,11 Notice of the Right to Claim a Lien. In accordance with the terms of thiS contract, the ENGINEER will provide labor and materials fo;' the improvement of the OWNER's property or property for which the OWNER acts as agent. Tho terms of this contract also nroviae for specific payment terms to the ENGINEER for services rendered. Should the OWNER not comply with these payment terms.. the OWNE'R'~; I property or the agent. represented property may be .subject to a lien against said property fa: all services and materials lurnished fo~ mE-: project. The nght to Claim a lien IS In compliance With the hen laws of the State under JUriSdiction. 4.12 No Hire. ENGINEER and OWNER agree that, without prior consent for the other oarty, neither will offer emplovment ,') or ciiscuss employment with any of the other parties associates or emoloyees until one year after thiS AGREEMENT is (erminawc. 4.13 Betterment. If ENGINEER mistakenly leaves out of the Construction Documents any component or item reqUired fer th~ [->rC)lfxt ENGINEER shall not be responsible for tho cost or expense of constructing or adding the component or item to tne extent S,;Cf' ite"l o~ component would have been required and included in the original construction documents. In no event will the ENGINEE::R L8 responsible i for any cost or expense that provides betterment. upgrades or enhances the value of the ProJec:. , . I f ,I I i , f ". r' ; I I r Owner-Engineer.Fill-in.December 2004 Page 4 of 4 f"evlsed 12/04 d: ~ ~f , ~ Exhibit A Scope of Work The following is a summary of task and budget for the project: Task 1 Estimated effort - $25,000 (Approximately $11,570 expended to date) General Assistance in Grant Application Process . Coordination and determination of grant program requirements . Draft correspondence for City signature . Develop the following documents in form suitable for application 0 Project budget 0 Project justification 0 Project schedule 0 Short term and long term City capacities to construct and maintain facility . Prepare authorizing resolution for city review . Coordinate with assigned city staff on input of data into FTA electronic system Associated Owner's Tasks 0 Provide overall project budget 0 Provide assistance in developing project schedule 0 Provide details on financing and local share commitment 0 Provide details on applicable labor unions 0 Coordinate review and processing of documents requiring city approval 0 Assign staff to be trained on FT A software and to enter grant application information into FT A electronic forms. Training is provided by FT A via the internet 0 Prepare and process Opinion of Counsel based on example provided by FT A 0 Provide details on City EEO Program 0 Provide ADA compliance review. MMI will incorporate information in to the application but we need architectural help for the building component and likely HRDC's help for the transit component 0 Provide details on long term operation Task 2 Estimated effort - $7,450 Title VI Civil Rights Documentation . General Reporting Comments (Data Collection & Reporting Requirements) 0 LisUreport all active lawsuits 0 Describe federal funding applications 0 Coordinate UMT A Civil Rights Assurance - Document 0 Standard DOT Title VI Assurance - Document 0 Fixed-Facility Impact Analysis (Minority Impacts) . UMT A Compliance Review Requirements (Pre-Award)-Coordination ~ , . Coordination City/MDT/FT A . Attend/Assist Public Hearing Associated Owner's Tasks 0 Provide list of active lawsuits and complaints which allege discrimination. 0 Description of all pending applications for financial assistance and all financial assistance currently provided by Federal agencies. 0 Summary of civil rights compliance review activities conducted in the last 3 years. 0 Provide review and approval of assembled documentation. Task 3 Estimated effort - $6,920 DBE Program and DBE Goal . o DBE Program 0 Collect FT A DBE Program Requirements/Research 0 Draft COB Specific DBE Program for City/FT A Approval 0 Coordinate City/FTA approval . DBE Goal Setting 0 Develop construction trades summary 0 Establish DBE area of potential impact perimeter 0 Research MDT DBE list/Coordinate with MDT Unified Certification Program 0 Determine availability / applicability of MT DBEs specific to const. trades . Coordinate COB/FT A approval Associated Owner's Tasks 0 Assign DBE Liaison Officer 0 Provide Overall Project Budget 0 Provide Construction Project Budget by Construction Trade 0 Review and approve DBE Program and DBE Goal 0 Publish Public Notice 0 Coordination with City Commission Task 4 Estimated effort - $11,900 DBE Compliance Monitoring - Construction Phase . Pre-award - Review all bidders for responsiveness . Pre-award - Evaluate successful bidders DBE compliance . Construction - Monthly monitoring and reporting of DBE subcontractors . Post-construction - DBE summary and affidavit Note: The estimated effort is based on an assumed one year construction period. The budget also assumes that the Contractor is complying with DBE requirements.