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HomeMy WebLinkAbout20- Professional Services Agreement - DOWL, LLC - New Hyalite View Sewer Improvements �S�og BOZ�� V 9x co. PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT.is made and entered into this 0'-02�,p day of mark , 2020, by and between the CITY OF BOZEMAN, MONTANA, a self-governing municipal corporation organized and existing under its Charter and the laws of the State of Montana, 121 North Rouse Street, Bozeman, Montana, with a mailing address of PO Box 1230, Bozeman, MT 59771, hereinafter referred to as"City,"and,DOWL hereinafter referred to as "Contractor." In consideration of the mutual covenants and agreements herein contained, the receipt and sufficiency whereof being hereby acknowledged,the parties hereto agree as follows: 1. Purpose: City agrees to enter this Agreement with Contractor to perform for City services described in the Scope of Services attached hereto as Exhibit A and by this reference made a part hereof. 2. Term/Effective Date: This Agreement is effective upon the date of its execution and will terminate on the 31 st day of December,2021. 3. Scope of Services: Contractor will perform the work and provide the services in accordance with the requirements of the Scope of Services.For conflicts between this Agreement and the Scope of Services,unless specifically provided otherwise,the Agreement governs. 4. Payment: City agrees to pay Contractor the amount specified in the Scope of Services. Any alteration or deviation from the described services that involves additional costs above the Agreement amount will be performed by Contractor after written request by the City, and will become an additional charge over and above the amount listed in the Scope of Services. The City must agree in writing upon any additional charges. 5. Contractor's Representations: To induce City to enter into this Agreement, Contractor makes the following representations: a. Contractor has familiarized itself with the nature and extent of this Agreement, the Scope of Services, and with all local conditions and federal, state and local laws, ordinances, rules, and regulations that in any manner may affect cost,progress or performance of the Scope of Services. I Professional Services Agreement for[New Hyalite View Sewer Improvements] FY 2020—FY 2021 Page 1 of 11 d b. Contractor represents and warrants to City that it has the experience and ability to perform the services required by this Agreement; that it will perform said services in a professional, competent and timely manner and with diligence and skill; that it has the power to enter into and perform this Agreement and grant the rights granted in it; and that its performance of this Agreement shall not infringe upon or violate the rights of any third party,whether rights of copyright,trademark, privacy, publicity, libel, slander or any other rights of any nature whatsoever, or violate any federal, state and municipal laws. The City will not determine or exercise control as to general procedures or formats necessary to have these services meet this warranty. 6. Independent Contractor Status/Labor Relations: The parties agree that Contractor is an independent contractor for purposes of this Agreement and is not to be considered an employee of the City for any purpose. Contractor is not subject to the terms and provisions of the City's personnel policies handbook and may not be considered a City employee for workers' compensation or any other purpose. Contractor is not authorized to represent the City or otherwise bind the City in any dealings between Contractor and any third parties. Contractor shall comply with the applicable requirements of the Workers' Compensation Act, Title 39, Chapter 71, MCA, and the Occupational Disease Act of Montana, Title 39, Chapter 71, MCA. Contractor shall maintain workers' compensation coverage for all members and employees of Contractor's business, except for those members who are exempted by law. Contractor shall furnish the City with copies showing one of the following: (1) a binder for workers' compensation coverage by an insurer licensed and authorized to provide workers' compensation insurance in the State of Montana; or (2) proof of exemption from workers' compensation granted by law for independent contractors. Contractor shall post a legible statement of all wages and fringe benefits to be paid to the Contractor's employees and the frequency of such payments (i.e., hourly wage employees shall be paid weekly). Such posting shall be made in a prominent and accessible location at the Contractor's normal place of business and shall be made no later than the first day of services provided under this Agreement. Such posting shall be removed only upon expiration or termination of this Agreement. In performing the services under this Agreement, Contractor shall give preference to the employment of bona fide residents of Montana, as required by §18-2-403,MCA, and as such,term is defined by §18-2-40 1(1), MCA. When making assignments of work, Contractor shall use workers both skilled in their trade and specialized in their field of work for all work to which they are assigned. Professional Services Agreement for[New Hyalite View Sewer Improvements] FY 2020—FY 2021 Page 2 of 11 Pursuant to §§18-2-403 and 18-2-422,MCA, Contractor shall pay wages,fringe benefits, and expenses including travel allowances as set forth in the current Montana Prevailing Wage Rate for Non Construction Services in effective and applicable to Gallatin County, Montana which schedule is incorporated herein. Contractor shall pay all hourly wage employees on a weekly basis. Violation of the requirements set forth in the above State of Montana schedule of prevailing wage rates may subject the Contractor to the penalties set forth in§18-2-407,MCA. Contractor shall maintain payroll records during the term of this Agreement and for a period of three (3) years following termination of this Agreement. The Contractor shall ensure that any person, firm or entity performing any portion of the services under this Agreement for which the contractor, subcontractor or employer is responsible, is paid the applicable standard prevailing rate of wages. In the event that, during the term of this Agreement, any labor problems or disputes of any type arise or materialize which in turn cause any services to cease for any period of time, Contractor specifically agrees to take immediate steps, at its own expense and without expectation of reimbursement from City, to alleviate or resolve all such labor problems or disputes. The specific steps Contractor shall take shall be left to the discretion of Contractor; provided, however, that Contractor shall bear all costs of any related legal action. Contractor shall provide immediate relief to the City so as to permit the services to continue at no additional cost to City. Contractor shall indemnify, defend, and hold the City harmless from any and all claims, demands, costs, expenses, damages, and liabilities arising out of, resulting from, or occurring in connection with any labor problems or disputes or any delays or stoppages of work associated with such problems or disputes and for any claims regarding underpaid prevailing wages. 7. Indemnity/Waiver of Claims/Insurance: For other than professional services rendered,to the fullest extent permitted by law, Contractor agrees to release, defend, indemnify, and hold harmless the City, its agents, representatives, employees, and officers (collectively referred to for purposes of this Section as the City) from and against any and all claims, demands, actions, fees and costs (including attorney's fees and the costs and fees of expert witness and consultants), losses, expenses, liabilities (including liability where activity is inherently or intrinsically dangerous) or damages of whatever kind or nature connected therewith and without limit and without regard to the cause or causes thereof or the negligence of any party or parties that may be asserted against, recovered from or suffered by the City occasioned by, growing or arising out of or resulting from or in any way related to: (i) the negligent, reckless, or intentional misconduct of the Contractor; or (ii) any negligent,reckless, or intentional misconduct of any of the Contractor's agents. Professional Services Agreement for[New Hyalite View Sewer Improvements] FY 2020—FY 2021 Page 3 of 11 For the professional services rendered, to the fullest extent permitted by law, Contractor agrees to indemnify and hold the City harmless against claims, demands, suits, damages, losses, and expenses,including reasonable defense attorney fees,to the extent caused by the negligence or willful misconduct of the Contractor or Contractor's agents or employees. Such obligations shall not be construed to negate,abridge,or reduce other rights or obligations of indemnity that would otherwise exist. The indemnification obligations of this Section must not be construed to negate, abridge, or reduce any common-law or statutory rights of the indemnitee(s) which would otherwise exist as to such indemnitee(s). Contractor's indemnity under this Section shall be without regard to and without any right to contribution from any insurance maintained by City. Should any indemnitee described herein be required to bring an action against the Contractor to assert its right to defense or indemnification under this Agreement or under the Contractor's applicable insurance policies required below the indemnitee shall be entitled to recover reasonable costs and attorney fees incurred in asserting its right to indemnification or defense but only if a court of competent jurisdiction determines the Contractor was obligated to defend the claim(s) or was obligated to indemnify the indemnitee for a claim(s) or any portion(s)thereof. In the event of an action filed against City resulting from the City's performance under this Agreement,the City may elect to represent itself and incur all costs and expenses of suit. Contractor also waives any and all claims and recourse against the City or its officers, agents or employees, including the right of contribution for loss or damage to person or property arising from, growing out of,or in any way connected with or incident to the performance of this Agreement except"responsibility for his own fraud, for willful injury to the person or property of another,or for violation of law,whether willful or negligent" as per 28-2-702,MCA. These obligations shall survive termination of this Agreement and the services performed hereunder. In addition to and independent from the above,Contractor shall at Contractor's expense secure insurance coverage through an insurance company or companies duly licensed and authorized to conduct insurance business in Montana which insures the liabilities and obligations specifically assumed by the Contractor in this Section. The insurance coverage shall not contain any exclusion for liabilities specifically assumed by the Contractor in subsection(a) of this Section. Professional Services Agreement for[New Hyalite View Sewer Improvements] FY 2020—FY 2021 Page 4 of 11 The insurance shall cover and apply to all claims, demands, suits, damages, losses, and expenses that may be asserted or claimed against, recovered from, or suffered by the City without limit and without regard to the cause therefore and which is acceptable to the City and Contractor shall furnish to the City an accompanying certificate of insurance and accompanying endorsements in amounts not less than as follows: • Workers' Compensation—statutory; • Employers' Liability- $1,000,000 per occurrence; $2,000,000 annual aggregate; • Commercial General Liability - $1,000,000 per occurrence; $2,000,000 annual aggregate; • Automobile Liability- $1,000,000 property damage/bodily injury per accident; and • Professional Liability- $1,000,000 per claim; $2,000,000 annual aggregate. The above amounts shall be exclusive of defense costs. The City of Bozeman, its officers, agents, and employees, shall be endorsed as an additional or named insured on a primary non- contributory basis on both the Commercial General and Automobile Liability policies. The insurance and required endorsements must be in a form suitable to City and shall include no less than a thirty (30) day notice of cancellation or non-renewal. The City must approve all insurance coverage and endorsements prior to the Contractor commencing work. Contractor shall notify City within two (2) business days of Contractor's receipt of notice that any required insurance coverage will be terminated or Contractor's decision to terminate any required insurance coverage for any reason. The City must approve all insurance coverage and endorsements prior to the Contractor commencing work. 8. Termination for Contractor's Fault: a. If Contractor refuses or fails to timely do the work,or any part thereof, or fails to perform any of its obligations under this Agreement, or otherwise breaches any terms or conditions of this Agreement,the City may,by written notice, terminate this Agreement and the Contractor's right to proceed with all or any part of the work("Termination Notice Due to Contractor's Fault"). The City may then take over the work and complete it,either with its own resources or by re-letting the contract to any other third party. b. In the event of a termination pursuant to this Section 8, Contractor shall be entitled to payment only for those services Contractor actually rendered. Professional Services Agreement for[New Hyalite View Sewer Improvements] FY 2020—FY 2021 Page 5 of 11 C. Any termination provided for by this Section 8 shall be in addition to any other remedies to which the City may be entitled under the law or at equity. d. In the event of termination under this Section 8, Contractor shall, under no circumstances, be entitled to claim or recover consequential, special, punitive, lost business opportunity, lost productivity, field office overhead, general conditions costs, or lost profits damages of any nature arising, or claimed to have arisen, as a result of the termination. 9. Termination for City's Convenience: a. Should conditions arise which, in the sole opinion and discretion of the City, make it advisable to the City to cease performance under this Agreement City may terminate this Agreement by written notice to Contractor ("Notice of Termination for City's Convenience"). The termination shall be effective in the manner specified in the Notice of Termination for City's Convenience and shall be without prejudice to any claims that the City may otherwise have against Contractor. b. Upon receipt of the Notice of Termination for City's Convenience, unless otherwise directed in the Notice, the Contractor shall immediately cease performance under this Agreement and make every reasonable effort to refrain from continuing work, incurring additional expenses or costs under this Agreement and shall immediately cancel all existing orders or contracts upon terms satisfactory to the City. Contractor shall do only such work as may be necessary to preserve,protect, and maintain work already completed or immediately in progress. C. In the event of a termination pursuant to this Section 9, Contractor is entitled to payment only for those services Contractor actually rendered on or before the receipt of the Notice of Termination for City's Convenience. d. The compensation described in Section 9(c) is the sole compensation due to Contractor for its performance of this Agreement. Contractor shall, under no circumstances, be entitled to claim or recover consequential, special,punitive, lost business opportunity, lost productivity, field office overhead, general conditions costs, or lost profits damages of any nature arising, or claimed to have arisen, as a result of the termination. 10. Limitation on Contractor's Damages; Time for Asserting Claim: a. In the event of a claim for damages by Contractor under this Agreement, Professional Services Agreement for[New Hyalite View Sewer Improvements] FY 2020—FY 2021 Page 6 of 11 Contractor's damages shall be limited to contract damages and Contractor hereby expressly waives any right to claim or recover consequential, special, punitive, lost business opportunity, lost productivity, field office overhead, general conditions costs, or lost profits damages of any nature or kind. b. In the event Contractor wants to assert a claim for damages of any kind or nature, Contractor shall provide City with written notice of its claim, the facts and circumstances surrounding and giving rise to the claim, and the total amount of damages sought by the claim, within thirty (30) days of the facts and circumstances giving rise to the claim. In the event Contractor fails to provide such notice, Contractor shall waive all rights to assert such claim. 11. Representatives: a. City's Representative: The City's Representative for the purpose of this Agreement shall be (Kellen Gamradt,Project Engineer) or such other individual as City shall designate in writing. Whenever approval or authorization from or communication or submission to City is required by this Agreement, such communication or submission shall be directed to the City's Representative and approvals or authorizations shall be issued only by such Representative; provided, however, that in exigent circumstances when City's Representative is not available, Contractor may direct its communication or submission to other designated City personnel or agents as listed above and may receive approvals or authorization from such persons. b. Contractor's Representative: The Contractor's Representative for the purpose of this Agreement shall be or such other individual as Contractor shall designate in writing. Whenever direction to or communication with Contractor is required by this Agreement, such direction or communication shall be directed to Contractor's Representative; provided, however, that in exigent circumstances when Contractor's Representative is not available, City may direct its direction or communication to other designated Contractor personnel or agents. 12. Permits: Contractor shall provide all notices, comply with all applicable laws, ordinances,rules,and regulations,obtain all necessary permits,licenses,including a City of Bozeman business license, and inspections from applicable governmental authorities, and pay all fees and charges in connection therewith. Professional Services Agreement for[New Hyalite View Sewer Improvements] FY 2020—FY 2021 Page 7 of 11 13 Laws and Regulations: Contractor shall comply fully with all applicable state and federal laws, regulations, and municipal ordinances including, but not limited to, all workers' compensation laws, all environmental laws including,but not limited to,the generation and disposal of hazardous waste, the Occupational Safety and Health Act (OSHA), the safety rules, codes, and provisions of the Montana Safety Act in Title 50, Chapter 71,MCA,all applicable City, County, and State building and electrical codes, the Americans with Disabilities Act, and all non-discrimination, affirmative action, and utilization of minority and small business statutes and regulations. 14. Nondiscrimination: The Contractor agrees that all hiring by Contractor of persons performing this Agreement shall be on the basis of merit and qualifications. The Contractor will have a policy to provide equal employment opportunity in accordance with all applicable state and federal anti-discrimination laws,regulations, and contracts. The Contractor will not refuse employment to a person,bar a person from employment,or discriminate against a person in compensation or in a term, condition,or privilege of employment because of race,color,religion,creed,political ideas, sex, age, marital status, national origin, actual or perceived sexual orientation, gender identity, physical or mental disability, except when the reasonable demands of the position require an age, physical or mental disability, marital status or sex distinction. The Contractor 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. The Contractor shall require these nondiscrimination terms of its subcontractors providing services under this agreement. 15. Intoxicants;DOT Drug and Alcohol Regulations/Safety and Training: Contractor shall not permit or suffer the introduction or use of any intoxicants,including alcohol or illegal drugs, by any employee or agent engaged in services to the City under this Agreement while on City property or in the performance of any activities under this Agreement. Contractor acknowledges it is aware of and shall comply with its responsibilities and obligations under the U.S.Department of Transportation (DOT)regulations governing anti-drug and alcohol misuse prevention plans and related testing. City shall have the right to request proof of such compliance and Contractor shall be obligated to furnish such proof. The Contractor shall be responsible for instructing and training the Contractor's employees and agents in proper and specified work methods and procedures. The Contractor shall provide continuous inspection and supervision of the work performed. The Contractor is responsible for instructing his employees and agents in safe work practices. 16. Modification and Assignability: This Agreement may not be enlarged,modified or altered except by written agreement signed by both parties hereto. The Contractor may not subcontract or assign Contractor's rights, including the right to compensation or duties arising Professional Services Agreement for[New Hyalite View Sewer Improvements] FY 2020—FY 2021 Page 8 of 11 hereunder,without the prior written consent of City. Any subcontractor or assignee will be bound by all of the terms and conditions of this Agreement. 17. Reports/Accountability/Public Information: Contractor agrees to develop and/or provide documentation as requested by the City demonstrating Contractor's compliance with the requirements of this Agreement. Contractor shall allow the City, its auditors, and other persons authorized by the City to inspect and copy its books and records for the purpose of verifying that the reimbursement of monies distributed to Contractor pursuant to this Agreement was used in compliance with this Agreement and all applicable provisions of federal, state, and local law. The Contractor shall not issue any statements, releases or information for public dissemination without prior approval of the City. 18. Non-Waiver:A waiver by either party any default or breach by the other party of any terms or conditions of this Agreement does not limit the other party's right to enforce such term or conditions or to pursue any available legal or equitable rights in the event of any subsequent default or breach. 19. Attorney's Fees and Costs: In the event itbecomes necessary for either Party to retain an attorney to enforce any of the terms or conditions of this Agreement 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. 20. Taxes: Contractor is obligated to pay all taxes of any kind or nature and make all appropriate employee withholdings. 21. Dispute Resolution: a. Any claim, controversy, or dispute between the parties, their agents, employees, or representatives shall be resolved first by negotiation between senior-level personnel from each party duly authorized to execute settlement agreements. Upon mutual agreement of the parties,the parties may invite an independent,disinterested mediator to assist in the negotiated settlement discussions. b. If the parties are unable to resolve the dispute within thirty (30) days from the date the dispute was first raised, then such dispute may only be resolved in a court of competent jurisdiction in compliance with the Applicable Law provisions of this Agreement. 22. Survival: Contractor's indemnification shall survive the termination or expiration of Professional Services Agreement for[New Hyalite View Sewer]Improvements] FY 2020—FY 2021 Page 9 of 11 this Agreement for the maximum period allowed under applicable law. 23. Headings: The headings used in this Agreement are for convenience only and are not be construed as a part of the Agreement or as a limitation on the scope of the particular paragraphs to which they refer. 24. Severability: If any portion of this Agreement is held to be void or unenforceable,the balance thereof shall continue in effect. 25. Applicable Law: The parties agree that this Agreement is governed in all respects by the laws of the State of Montana. 26. Binding Effect: This Agreement is binding upon and inures to the benefit of the heirs, legal representatives, successors, and assigns of the parties. ' 27. No Third-Party Beneficiary: This Agreement is for the exclusive benefit of the parties, does not constitute a third-party beneficiary agreement, and may not be relied upon or enforced by a third party. 28. Counterparts: This Agreement may be executed in counterparts, which together constitute one instrument. 29. Integration: This Agreement and all Exhibits attached hereto constitute the entire agreement of the parties. Covenants or representations not contained therein or made a part thereof by reference, are not binding upon the parties. There are no understandings between the parties other than as set forth in this Agreement. All communications, either verbal or written,made prior to the date of this Agreement are hereby abrogated and withdrawn unless specifically made a part of this Agreement by reference. Professional Services Agreement for[New Hyalite View Sewer Improvements] FY 2020—FY 2021 Page 10 of 11 *** END OF AGREEMENT EXCEPT FOR SIGNATURES **** IN WITNESS WHEREOF,the parties hereto have executed this instrument the day and year first above written. CITY OF BOZEMAN,MONTANA DOWL.LLC CONTRACTOR(Type Name Above) Bye By Dennis aylor,Interim ity Manager Print Name: Kevin R. Johnson Print Title: Senior Project Manager APPROVED AS TO FORM: By 6T4 Greg SullivW,Bozeman City Attorney Professional Services Agreement for[New Hyalite View Sewer Improvements] FY 2020—FY 2021 Page 11 of 11 �� � . ., r` 40'kOOWL This is EXHIBIT A, consisting of 18 pages, is referred to in and part of the Agreement between Owner and DOWL for Professional Services dated March 13,2020. Project:No.4528.12322.01 New Hyalite View Sewer Improvements Engineer's Scope of Services Article 1 of the Agreement is supplemented to include the following agreement of the parties. Engineer shall provide Basic and Additional Services as set forth below. PART 1—BASIC SERVICES A1.01 Introduction A. The New Hyalite View Subdivision was constructed with clay tile sewer mains and service connections in the 1960's. The sewer mains were lined with Cured-in-place-pipe(CIPP)in 2001 followed by spot repairs with"top hat"sewer connection seal fittings in 2013. The neighborhood continues to have problems with root intrusion at the sewer service connections. The best option(for the City)to resolve the ongoing challenges with tree roots reaching the City's sewer mains is to replace the sewer service connections to eliminate the root entrance points at the City's sewer mains. Subsequent issues with roots entering the City's mains would then be attributable to the private sewer service owned by the resident and the responsibility of the resident to correct the issue on the service line. B. The area includes approximately 297 sewer service'connections, of which, approximately 60 services are located within adjoining backyards with no alley or public open space access. Another 73 services are located within the paved streets within the subdivision. The remainder, approximately 164 service connections, are located within public open space, generally outside of private properties,though some areas may have private encroachments into the open space areas where the sewer services are located. C. The City has maintenance records of sewer services with known tree root or other historical problems. These locations will be given first priority for replacement within a bid schedule. The second priority for replacement will be those services with restricted access into adjoining backyards. Next, to stretch the available funding as far as possible, the replacement of services located within open space areas, where the costs of excavation, impacts to trees, and surface improvements will be the least. The service connections with paved streets will be addressed last,with exception of those know problematic connections addressed with the priority one schedule. A1.02 Phase 1-Preliminary Design Phase A. Upon authorization by Owner,Engineer will proceed with the following preliminary design activities. 1. Prepare Preliminary Design Phase documents consisting of design criteria, preliminary drawings, outline technical specifications, and written descriptions of the Project. Exhibit A Professional Services Agreement July 2019 Page 1 of 18 BOWL 2. Provide necessary field surveys and topographic and utility mapping for design purposes. Utility mapping will be based upon information obtained from utility owners. 3. Advise Owner if additional reports,data,information,or services are necessary and assist Owner in obtaining such reports,data,information,or services. 4. Based on the information contained in the Preliminary Design Phase documents, prepare a revised opinion of probable Construction Cost, and assist Owner in collating the various cost categories which comprise Total Project Costs. 5. Complete the following specific Preliminary Design Phase tasks and deliverables: a. Task 100 Base Mapping and Preliminary Plans: The preliminary plans will include use of the most current aerial_images superimposed with the sanitary sewer mains and service tap locations derived from the 2001 Sewer Rehabilitation Project for the New Hyalite View Subdivision. 1) To locate the services in the field, the intent of the drawings will be to provide a level of accuracy for the service tap locations to be identified in the field with a handheld GPS with accuracy within two(2)feet or better to assist with marking tap locations where measurements from manholes are inhibited by obstacles in the adj oining backyards. The services in the streets and open space can be readily located by measuring from the respective manholes at distances provided on the drawings. Depth to mains at the manholes (i.e. measure downs) will be incorporated into the drawings and further addressed in construction bidding documents through use of unit price service reconnections at various depths of bury. 2) To verify the necessary accuracy of the base mapping to enable field locating of services via GPS where needed,a very limited survey is included to capture existing manholes in open space areas and designated property corners to align the mapping with the appropriate coordinate system. It is anticipated one day of surveying will be required. b. Task 110 Preliminary Photo Documentation:Based on the preliminary drawings and service tap locations DOWL will complete an initial assessment of properties with improvements or trees located at the anticipated excavation locations. This information will be used to identify where individual access agreements may need to incorporate specific details for treatment of improvements or trees at the anticipated excavation locations. 1) This phase will include recommendations for addressing impacts to trees, and other surface features and will include preliminary consulting with the team arborist with respect to necessary trimming,removal or possible tree replacement. This information will be used in development and/or negotiation of individual access agreements where necessary. h t m. lfof+l, 6n dj 2�T0-gatl3e�sa"rr Fizccccoivrracccsv c to�Cpr-rr „+el oklin baekJ e J b business hears and eeWd be a time-eens;imingtask. In gie k4er-gists 0 Exhibit A Professional Services Agreement July 2019 Page 2 of 18 �OOWL 2 People ifotelved in fliis kwestigation. 3AZe estimate a total of,.,.,,wee! of time fer- two people rr eonfliets. c. Task 120 Template Access Agreements:DOWL will generate a draft template access agreement for use in soliciting access to approximately 60 parcels where there is no public egress into the existing utility easement along the adjoining backyards. Agreements may also be necessary where improvements extend into the open space and above the existing sewer main, even if the main and/or impact is not actually on private property. 1) The City of Bozeman will need to review, edit and/or concur with the access agreement language prior to proposing to residents for use. The intent would be to use the standard agreement as much as possible while limiting the special conditions necessary to procure the necessary access. Special conditions may include treatment of trees likely impacted or damaged by anticipated excavation,relocation of storage sheds,or handling of other unique improvements. 2) Access agreements will include a one page exhibit for each property with aerial background images intended to illustrate the proposed excavation location and any direction from the property owner regarding necessary access to the back yards. Exhibit will be an attachment to the access agreement. d. Task 130 Outline Specifications and Draft Special Provisions: Preliminary specifications will be based upon the Montana Public Works Standard Specifications, Sixth Edition (April 2010) and the City of Bozeman Modifications to Montana Public Works Standard Specifications,Sixth Edition, March 21,2011,and Addenda No. 1 through No.3. 1) Project specific conditions and construction constraints will be outlined in a separate Summary of Work to detail the work description, identify work sequence restrictions, describe property access allowances, describe public notice coordination provisions,etc. e. Preliminary Design phase will include specific Public Involvement activities as delineated in Phase 7 and generally in accordance with the following anticipated work sequence. £ Required Work Sequence for Access and Public Involvement: The process of procuring access to private property, identification of excavation conflicts,and pursuing access agreements will need to be generally in accordance with the following sequence of work. 1) Issue First Public Notice(mailing):Prior to requesting access to individual properties to identify potential excavation conflicts,this first public notice of the pending project will need to be issued to the residents within the project area. 2) The field survey and preliminary plans will be completed to enough detail to enable location of services in the field. Exhibit A Professional Services Agreement July 2019 Page 3 of 18 BOWL 3) To document example encroachments and/or excavation conflicts, DOWL will need to solicit access to select properties with anticipated excavation conflicts. Such examples are needed for use in illustration of impacts at the public meeting and for use in evaluating the possible access agreement conditions. 4) Prior to holding the first public meeting,the proposed access agreement will need to be approved for use by the City and available for presentation to the applicable property owners. a) Also prior to this meeting, DOWL will present example excavation impacts to the City for discussion and determination of treatment during construction in terms of appropriate or applicable compensation, and the approach to handling these impacts during construction. DOWL and the City will need to agree on a plan for handling these impacts and be prepared to answer these questions by the time of the public meeting. The team arborist will be involved in this meeting and discussion. b) To assist with discussing questions of handling impacts to trees, the team arborist would attend the Public Meeting. The preliminary design phase includes 8 hours of time for consultation with the team arborist. 5) Following the Public Meeting a second mailing will be sent to the 60 -70 property owners where access agreements will be needed to access the excavation locations to both identify potential impacts and access excavation locations during construction. This mailing will include the access agreements for use in procuring the necessary access. a) This second, individual notice will request access to the property for DOWL to investigate potential conflicts as well as consideration of execution of the access agreement, subject to any individual negotiations necessary to address excavation conflicts. door to deer eentaets to the prepeAies where aeeess agreemepAs—af neeessar-y. T-14s eapAaet will include deer-hangers,as fieeessar-y,for-anyon not pefsenalb,eantaeled „le#bePAnd will;.,..lu . ,.+aet .. .mairirfoi iepertJ . . ..,s to . ,. DOV& to address "estions on the aeeess agreements. 7) The total of three(3)specific contacts are included in this scope of work to address the property where individual access agreements are needed. DOWL will track these contacts and notify the City if and when additional effort may be required to pursue outstanding access agreements. Subsequent contacts and efforts beyond the four noted points of contact would be considered beyond scope and may be subject to renegotiation. 6. Furnish 2 review copies of the Preliminary Design Phase documents and any other deliverables to Owner within 30 calendar days of authorization to proceed with this phase and review them with Owner. Within 14 calendar days of receipt,Owner shall submit to Engineer any comments regarding the Preliminary Design Phase documents and any other deliverables. Exhibit A Professional Services Agreement July 2019 Page 4 of 18 tDOWL B. Engineer's services under the Preliminary Design Phase will be considered complete on the date when the Preliminary Design Phase documents, revised opinion of probable Construction Cost,and any other deliverables have been delivered to Owner. A1.03 Phase 2-Final Design Phase A. After acceptance by Owner of the Preliminary Design Phase documents,revised opinion of probable Construction Cost as determined in the Preliminary Design Phase, and any other deliverables subject to any Owner-directed modifications or changes in the scope, extent, character,or design requirements of or for the Project,and upon written authorization from Owner,Engineer shall: 1. Prepare final Construction Drawings and Specifications indicating the scope,extent, and character of the Work to be performed and furnished by Contractor. 2. Provide technical criteria,written descriptions, and design data for Owner's use in filing applications for permits from or approvals of governmental authorities having jurisdiction to review or approve the final design of the Project; assist Owner in consultations with such authorities; and revise the Drawings and Specifications in response to directives from such authorities. 3. Advise Owner of any adjustments to the opinion of probable Construction Cost known to Engineer. 4. Perform or provide the following Final Design Phase tasks or deliverables: a. Task 200 Final Drawings (95% Submittal): Final construction drawings will include indications of the anticipated excavation conflicts including fences, sheds,trees, or other items in conflict with the anticipated excavation location. Specific details for removal and replacement of the fences or improvements will not be incorporated into the drawing set, as the extent of repair will largely depend on the contractor's means and methods. Thus,the approach will include repair and replace to existing or better condition and include any specific conditions resulting from negotiation of access agreements. 1) Final construction drawings will reflect the points of access,as determined through procurement of the respective access agreements,where available at the time of bidding. To bid the project as early as possible,it is anticipated not all the agreements will be in place. Therefore,the final,bid drawings will not be expected to include identification of the access points for every property. Procurement of the access agreements will continue independent of bidding, with access updates provided as they become available. Properties with no access agreements will have to be skipped until access is either enabled to the easement via adjacent property or through an executed access agreement. 2) Final access agreement exhibits will be generated for all properties where owners have provided direction as to access and impacts are identified per the access agreements. Some properties will not require access provisions, as the excavation work may be completed via access via the adjoining property near the sewer main location. Exhibit A Professional Services Agreement July 2019 Page 5 of 18 40"OOWL 3) The final construction documents will include delineation of multiple bid schedules to allow awarding of the highest priority services first and allowing flexibility in how many of the services can be replaced within the project budget. a) . Bid Schedule 1 will include services the City has identified with historical problems. b) The second bid schedule will include the remaining services in the adjoining back yards with no public access. c) Subsequent schedules will include the services in open space and then those located within the paved streets. b. Task 210 Final Specifications:Final construction specifications will be updated to bid ready documents with Special Provisions and project specific conditions and constraints finalized. The final specifications will include final comments and recommendations from the team arborist. c. The final engineer's estimate of probable cost will be updated. d. This phase includes specific time to provide for meetings with the team arborist. As specific conflicts are identified we will coordinate several specific opportunities to meet with the arborist for discussion with residents. An additional 8 hours of the arborists time is included in this phase to assist with resolution of tree conflicts. e. The Final Design Phase will include the corresponding Public Involvement Activities identified in Phase 7. 5. Prepare and furnish bidding documents for review by Owner,its legal counsel, and other advisors, and assist Owner in the preparation of other related documents. Within 7 days of receipt, Owner shall submit to Engineer any comments and instructions for revisions. 6. Task 220: Revise the bidding documents in accordance with comments and instructions from the Owner,as appropriate,and submit 2 final copies of the bidding documents, a revised opinion of probable Construction Cost, and any other deliverables to Owner within 7 calendar days after receipt of Owner's comments and instructions. B. Engineer's services under the Final Design Phase will be considered complete on the date when the submittals required have been delivered to Owner. C. In the event that the Work designed or specified by Engineer is to be performed or furnished under more than one prime contract,or if Engineer's services are to be separately sequenced with the work of one or more prime Contractors(such as in the case of fast-tracking),Owner and Engineer shall,prior to commencement of the Final Design Phase,develop a schedule for performance of Engineer's services during the Final Design, Bidding or Negotiating, Construction, and Post-Construction Phases in order to sequence and coordinate properly such services as are applicable to the work under such separate prime contracts. This schedule is to be prepared and included in or become an amendment to Exhibit A whether or not the work under such contracts is to proceed concurrently. Exhibit A Professional Services Agreement July 2019 Page 6 of 18 BOWL D. The number of prime contracts for Work designed or specified by Engineer upon which the Engineer's compensation has been established under this Agreement is one. If more prime contracts are awarded,Engineer shall be entitled to an equitable increase in its compensation under this Agreement. A1.04 Phase 3 Bidding or Negotiating Phase A. After acceptance by Owner of the bidding documents and the most recent opinion of probable Construction Cost as determined in the Final Design Phase, and upon written authorization by Owner to proceed,Engineer shall: 1. Task 300: Assist Owner in advertising for and obtaining bids or proposals for the Work. a. Provide 10 copies of plans and specifications to the City for distribution to interested bidders. b. Assist with issuing addenda as appropriate to clarify, correct, or change the bidding documents. 2. Task 310:Attend prebid meeting to summarize project for interested bidders,gather questions for clarifications via addendum if needed. 3. Perform or provide the following additional Bidding or Negotiating Phase tasks or deliverables: a. None. B. The Bidding or Negotiating Phase will be considered complete upon commencement of the Construction Phase or upon cessation of negotiations with prospective contractors. A1.05 Phase 4-Construction Phase A. Upon successful completion of the Bidding and Negotiating Phase, and upon written authorization from Owner,Engineer shall: 1. Task(s)400 General Administration of Construction Contract: Consult with Owner and act as Owner's representative as provided in the Construction Contract. The extent and limitations of the duties, responsibilities, and authority of Engineer as assigned in the Construction Contract shall not be modified,except as Engineer may otherwise agree in writing. All of Owner's instructions to Contractor will be issued through Engineer,which shall have authority to act on behalf of Owner in dealings with Contractor to the extent provided in this Agreement and the Construction Contract except as otherwise provided in writing. 2. Task(s) 405 Pre-Construction Conference: Participate in a Pre-Construction Conference prior to commencement of Work at the Site. Exhibit A Professional Services Agreement July 2019 Page 7 of 18 IOOWL 3. Task(s)405 Schedules: Receive,review,and determine the acceptability of any and all schedules that Contractor is required to submit to Engineer, including the Progress Schedule,Schedule of Submittals,and Schedule of Values. 4. Task(s) 405 Baselines and Benchmarks: As appropriate, establish baselines and benchmarks for locating the Work which in Engineer's judgment are necessary to enable Contractor to proceed. 5. Task 410 Visits to Site and Observation of Construction: In connection with observations of Contractor's Work while it is in progress: a. Make visits to the Site at intervals appropriate to the various stages of construction, as Engineer deems necessary, to observe as an experienced and qualified design professional the progress of Contractor's executed Work. Such visits and observations by Engineer,and the Resident Project Representative,if any, are not intended to be exhaustive or to extend to every aspect of Contractor's Work in progress or to involve detailed inspections of Contractor's Work in progress beyond the responsibilities specifically assigned to Engineer in this Agreement and the Contract Documents, but rather are to be limited to spot checking, selective sampling, and similar methods of general observation of the Work based on Engineer's exercise of professional judgment,as assisted by the Resident Project Representative, if any. Based on information obtained during such visits and observations, Engineer will determine in general if the Work is proceeding in accordance with the Contract Documents, and Engineer shall keep Owner informed of the progress of the Work. b. The purpose of Engineer's visits to, and representation by the Resident Project Representative,if any,at the Site,will be to enable Engineer to better carry out the duties and responsibilities assigned to and undertaken by Engineer during the Construction Phase,and,in addition,by the exercise of Engineer's efforts as an experienced and qualified design professional,to provide for Owner a greater degree of confidence that the completed Work will conform in general to the Contract Documents and that Contractor has implemented and maintained the integrity of the design concept of the completed Project as a functioning whole as indicated in the Contract Documents. Engineer shall not, during such visits or as a result of such observations of Contractor's Work in progress,supervise, direct,or have control over Contractor's Work,nor shall Engineer have authority over or responsibility for the means, methods, techniques, sequences, or procedures of construction selected or used by Contractor,for security or safety at the Site,for safety precautions and programs incident to Contractor's Work, nor for any failure of Contractor to comply with Laws and Regulations applicable to Contractor's furnishing and performing the Work. Accordingly, Engineer neither guarantees the performance of any Contractor nor assumes responsibility for any Contractor's failure to furnish or perform the Work in accordance with the Contract Documents. c. For general assistance during construction regarding tree conflicts,an additional 6 hours of time is included for the project arborist during the construction phase to attend meetings with the project team and/or residents. Exhibit A Professional Services Agreement July 2019 Page 8 of 18 tDOWL 6. Task(s) 430 Defective Work., Reject Work if, on the basis of Engineer's observations,Engineer believes that such Work(a)is defective under the standards set forth in the Contract Documents, (b) will not produce a completed Project that conforms to the Contract Documents, or(c)will imperil the integrity of the design concept of the completed Project as a functioning whole as indicated by the Contract Documents. 7. Task(s) 430 Clarifications and Interpretations; Field Orders: Issue necessary clarifications and interpretations of the Contract Documents as appropriate to the orderly completion of Contractor's work. Such clarifications and interpretations will be consistent with the intent of and reasonably inferable from the Contract Documents. Subject to any limitations in the Contract Documents, Engineer may issue field orders authorizing minor variations in the Work from the requirements of the Contract Documents. 8. Task(s) 430 Change Orders and Work Change Directives: Recommend change orders and work change directives to Owner, as appropriate, and prepare change orders and work change directives as required. 9. Task(s) 440 Shop Drawings and Samples: Review and approve or take other appropriate action in respect to Shop Drawings and Samples and other data which Contractor is required to submit, but only for conformance with the information given in the Contract Documents and compatibility with the design concept of the completed Project as a functioning whole as indicated by the Contract Documents. Such reviews and approvals or other action will not extend to means, methods, techniques, sequences, or procedures of construction or to safety precautions and programs incident thereto. 10. Task(s)440 Substitutes and"or-equal":Evaluate and determine the acceptability of substitute or"or-equal"materials and equipment proposed by Contractor,but subject to the Additional Services provisions of this Exhibit A. 11. Task 460 Inspections and Tests: Require such special inspections or tests of Contractor's work as deemed reasonably necessary, and receive and review all certificates of inspections,tests,and approvals required by Laws and Regulations or the Contract Documents. Engineer's review of such certificates will be for the purpose of determining that the results certified indicate compliance with the Contract Documents and will not constitute an independent evaluation that the content or procedures of such inspections, tests, or approvals comply with the requirements of the Contract Documents. Engineer shall be entitled to rely on the results of such tests. 12. Task(s) 400 Disagreements between Owner and Contractor:Render formal written decisions on all duly submitted issues relating to the acceptability of Contractor's work or the interpretation of the requirements of the Contract Documents pertaining to the execution,performance,or progress of Contractor's Work;review each duly submitted Claim by Owner or Contractor,and in writing either deny such Claim in whole or in part,approve such Claim,or decline to resolve such Claim if Engineer in its discretion concludes that to do so would be inappropriate. In rendering such decisions,Engineer shall be fair and not show partiality to Owner or Contractor and Exhibit A Professional Services Agreement July 2019 Page 9 of 18 BOWL shall not be liable in connection with any decision rendered in good faith in such capacity. 13. Task 420 Applications for Payment: Based on Engineer's observations as an experienced and qualified design professional and on review of Applications for Payment and accompanying supporting documentation: a. Determine the amounts that Engineer recommends Contractor be paid. Such recommendations of payment will be in writing and will constitute Engineer's representation to Owner,based on such observations and review,that,to the best of Engineer's knowledge, information and belief, Contractor's Work has progressed to the point indicated,the Work is generally in accordance with the Contract Documents (subject to an evaluation of the Work as a functioning whole prior to or upon Substantial Completion,to the results of any subsequent tests called for in the Contract Documents,and to any other qualifications stated in the recommendation), and the conditions precedent to Contractor's being entitled to such payment appear to have been fulfilled in so far as it is Engineer's responsibility to observe Contractor's Work. In the case of unit price work, Engineer's recommendations of payment will include final determinations of quantities and classifications of Contractor's Work(subject to any subsequent adjustments allowed by the Contract Documents). b. By recommending any payment,Engineer shall not thereby be deemed to have represented that observations made by Engineer to check the quality or quantity of Contractor's Work as it is performed and furnished have been exhaustive, extended to every aspect of Contractor's Work in progress,or involved detailed inspections of the Work beyond the responsibilities specifically assigned to Engineer in this Agreement and the Contract Documents. Neither Engineer's review of Contractor's Work for the purposes of recommending payments nor Engineer's recommendation of any payment including final payment will impose on Engineer responsibility to supervise, direct, or control Contractor's Work in progress or for the means, methods, techniques, sequences, or procedures of construction or safety precautions or programs incident thereto,or Contractor's compliance with Laws and Regulations applicable to Contractor's furnishing and performing the Work. It will also not impose responsibility on Engineer to make any examination to ascertain how or for what purposes Contractor has used the moneys paid on account of the Contract Price, or to determine that title to any portion of the Work in progress, materials, or equipment has passed to Owner free and clear of any liens, claims, security interests, or encumbrances, or that there may not be other matters at issue between Owner and Contractor that might affect the amount that should be paid. 14. Task(s) 450 Contractor's Completion Documents:Receive,review,and transmit to Owner maintenance and operating instructions (if any), schedules, guarantees, bonds, certificates or other evidence of insurance required by the close out requirements of the Contract Documents,and any certificates of inspection,tests and approvals, Shop Drawings, Samples and other data which are to be assembled by Contractor in accordance with the Contract Documents to obtain final payment. 15. Task(s) 450 Substantial Completion: Promptly after notice from Contractor that Contractor considers the entire Work ready for its intended use, in company with Exhibit A Professional Services Agreement July 2019 Page 10 of 18 406OOWL Owner and Contractor, visit the Project to determine if the Work is substantially complete.If after considering any objections of Owner,Engineer considers the Work substantially complete,Engineer shall deliver a certificate of Substantial Completion to Owner and Contractor. 16. Additional Tasks: Perform or provide the following additional Construction Phase tasks or deliverables: a. None. 17. Task(s) 450 Final Notice of Acceptability of the Work: Conduct a final visit to the 'Project to determine if the completed Work of Contractor is acceptable so that Engineer may recommend,in writing,final payment to Contractor. 18. Task 470 Record Drawings: Complete record drawings incorporating any field changes or updates to as-recorded information. 19. Public Involvement: The Construction Phase will include the corresponding Public Involvement activities identified in Phase 7. A1.06 Phase 5-Resident Project Representative (RPR): A. Provide the services of an RPR at the Site to assist the Engineer and to provide more extensive observation of Contractor's work. Duties, responsibilities, and authority of the RPR are as set forth in Attachment 2. The furnishing of such RPR's services will not limit, extend, or modify Engineer's responsibilities or authority except as expressly set forth in Attachment 2 B. Duration of Construction Phase: The Construction Phase will commence with the execution of the first Construction Contract for the Project or any part thereof and will terminate upon written recommendation by Engineer for final.payment to Contractors. If the Project involves more than one prime contract as indicated above, then Construction Phase services may be rendered at different times in respect to the separate contracts. Subject to the provisions of Part 2 below,Engineer shall be entitled to an equitable increase in compensation if Construction Phase services(including Resident Project Representative services, if any) are required after the original date for completion and readiness for final payment of Contractor as set forth herein or in the Construction Contract. 1. The proposed construction duration is estimated at a maximum of 60 calendar days, for 43 working days and 8 hours per day. RPR services are as indicated in Attachment 2. 2. .To facilitate public communication and public access and coordination with DOWL within a normal workday duration, it is proposed for consideration to require construction working hours from 10 A.M.to 7 P.M. C. Limitation of Responsibilities: Engineer shall not be responsible for the acts or omissions of any Contractor, Subcontractor or Supplier,or other individuals or entities performing or furnishing any of the Work,for safety or security at the Site, or for safety precautions and programs incident to Contractor's Work, during the Construction Phase or otherwise. Exhibit A Professional Services Agreement July 2019 Page 11 of 18 4'6DOWL Engineer shall not be responsible for the failure of any Contractor to perform or furnish the Work in accordance with the Contract Documents: A1.07 Phase 6-Post-Construction Phase A. Upon written authorization from Owner during the Post-Construction Phase Engineer shall: 1. Together with Owner,visit the Project to observe any apparent defects in the Work, assist Owner in consultations and discussions with Contractor concerning correction of any such defects,and make recommendations as to replacement or correction of defective Work,if any. 2. Together with Owner or Owner's representative,visit the Project within one month before the end of the correction period to ascertain whether any portion of the Work is subject to correction. 1. Perform or provide the following additional Post-Construction Phase tasks or deliverables: a. None. B. The Post-Construction Phase services may commence during the Construction Phase and, if not otherwise modified in this Exhibit A, will terminate twelve months after the commencement of the Construction Contract's correction period. A 1.08 Phase 7-Public Involvement Phase A. Task 700 Public Meeting Coordination 1. Two public meetings will include: a. One design-phase meeting at a public location,likely the public library.DOWL will provide display materials, a PowerPoint presentation outlining project details, and will be equipped with access agreements for property owners to complete. b. One presentation at the HOA meeting.DOWL will provide display materials,a PowerPoint presentation outlining project details, and will be equipped with access agreements for property owners to complete. B. Task 710 Communication Materials—Print 1. Letters: a. We will direct-mail a letter to property owners and residents early in the project explaining the project and including the access agreement. This letter will also serve as an invitation to the design-phase public meeting. Property owners whose addresses don't match the physical property address will be identified,so a complementary letter can be mailed to the resident of the property. b. Letters,including access agreements,will be mailed to relevant properties. Exhibit A Professional Services Agreement July 2019 Page 12 of 18 tDOWL 2. Project informational magnets(500)will be developed and printed.These will be distributed at public meetings. C. Task 720 Communication Materials—Electronic 1. Project Hotline:Provide a project specific hotline with a project-specific voicemail. Hotline will be staffed during normal business hours and voicemails will be distributed to key team members for response within 24 hours. We anticipate receiving 10 calls per week over the duration of the 60-day construction phase. 2. Email Updates: Provide bi-weekly email updates over the course of the 60-day construction phase via project-specific Constant Contact email account. Executed Access Agreements will be provided to property owners via email.Access Agreements will offer property owners the option to provide and email address. 3. Text Updates: Provide bi-weekly text updates via project-specific TextMarks account through the 60-day construction phase. 4. City Website Content: We will provide content to the City for use on the City website. a. Design-phase content will be provided prior to the first public meeting. b. Three monthly construction-phase project updates(beginning,middle,end)will be provided during the 60-day construction phase. 5. NextDoor Content: We will provide content to the City for distribution to neighborhood on City NextDoor account. a. Design-phase content will be provided prior to the first public meeting. b. Three construction-phase updates will be provided during the 60-day construction phase. 6. Facebook Content: We will provide content to the City for distribution on City Facebook account. a. Design-phase content will be provided prior to the first public meeting. b. Three construction-phase project updates (beginning, middle, end) will be provided during the 60-day construction phase. PART 2—ADDITIONAL SERVICES B2.01 Additional Services Requiring Owner's Written Authorization A. If authorized in writing by Owner,Engineer shall furnish or obtain from others Additional Services of the types listed below. Exhibit A Professional Services Agreement July 2019 Page 13 of 18 BOWL 1. Preparation of applications and supporting documents(in addition to those furnished under Basic Services) for private or governmental grants, loans, or advances in connection with the Project;preparation or review of environmental assessments and impact statements;review and evaluation of the effects on the design requirements for the Project of any such statements and documents prepared by others; and assistance in obtaining approvals of authorities having jurisdiction over the anticipated environmental impact of the Project. 2. Services to make measured drawings of or to investigate existing conditions or facilities, or to verify the accuracy of drawings or other information furnished by Owner or others. 3. Services resulting from significant changes in the scope, extent, or character of the portions of the Project designed or specified by Engineer or its design requirements including, but not limited to, changes in size, complexity, Owner's schedule, character of construction,or method of financing; and revising previously accepted studies, reports, Drawings, Specifications, or Contract Documents when such revisions are required by changes in Laws and Regulations enacted subsequent to the Effective Date or are due to any other causes beyond Engineer's control. 4. Services resulting from Owner's request to evaluate additional Study and Report Phase alternative solutions beyond those identified in Part 1,Basic Services,if any. 5. Services required as a result of Owner's providing incomplete or incorrect Project information to Engineer. 6. Providing renderings or models for Owner's use. 7. Undertaking investigations and studies including, but not limited to, detailed consideration of operations,maintenance,and overhead expenses;the preparation of financial feasibility and cash flow studies,rate schedules,and appraisals; assistance in obtaining financing for the Project; evaluating processes available for licensing, and assisting Owner in obtaining process licensing; detailed quantity surveys of materials, equipment, and labor; and audits or inventories required in connection with construction performed by Owner. 8. Furnishing services of Consultants for other than Basic Services. 9. Services attributable to more prime construction contracts than specified in Part 1, Basic Services,if any. 10. If not required as part of Basic Services defined in Part 1 above, preparing for, coordinating with,participating in and responding to structured independent review processes,including,but not limited to, construction management, cost estimating, project peer review, value engineering, and constructability review requested by Owner; and performing or furnishing services required to revise studies, reports, Drawings, Specifications, or other Bidding Documents as a result of such review processes. Exhibit A Professional Services Agreement July 2019 Page 14 of 18 40"OOWL 11. If not required as part of Basic Services defined in Part 1 above,preparing additional Bidding Documents or Contract Documents for alternate bids or prices requested by Owner for the Work or a portion thereof. 12. Assistance in connection with Bid protests,rebidding,or renegotiating contracts for construction,materials,equipment,or services. 13. Providing construction surveys and staking to enable Contractor to perform its work other than as required under Part 1,Basic Services, including any type of property surveys or related engineering services needed for the transfer of interests in real property;and providing other special field surveys. 14. Providing Construction Phase services beyond the original date for completion and readiness for final payment of Contractor. 15. Providing assistance in responding to the presence of any Constituent of Concern at the Site,in compliance with current Laws and Regulations. 16. If not required as part of Basic Services defined in Part 1 above, preparing Record Drawings showing appropriate record information based on Project annotated record documents received from Contractor, and furnishing such Record Drawings to Owner. 17. If not required as part of Basic Services defined in Part 1 above, preparation of operation and maintenance manuals. 18. Preparing to serve or serving as a consultant or witness for Owner in any litigation, arbitration,or other dispute resolution process related to the Project. 19. Providing more extensive services required to enable Engineer to issue notices or certifications requested by Owner other than those required under Part 1, Basic Services. 20. If not required as part of Basic Services defined in Part 1 above, assistance in connection with the adjusting of Project equipment and systems. 21. If not required as part of Basic Services defined in Part 1 above,assistance to Owner in training Owner's staff to operate and maintain Project equipment and systems. 22. If not required as part of Basic Services defined in Part 1 above,assistance to Owner in developing procedures for(a)control of the operation and maintenance of Project equipment and systems,and(b)related record-keeping. 23. If not required as part of Basic Services defined in Part 1 above, overtime work requiring higher than regular rates. 24. Other services performed or furnished by Engineer not otherwise provided for in this Agreement. Exhibit A Professional Services Agreement July 2019 Page 15 of 18 tDOWL B2.02 Additional Services Not Requiring Owner's Written Authorization A. Engineer shall advise Owner in advance that Engineer will immediately commence to perform or furnish the Additional Services of the types listed below. For such Additional Services,Engineer need not request or obtain specific advance written authorization from Owner. Engineer shall cease performing or furnishing such Additional Services upon receipt of written notice from Owner. 1. Additional or extended services during construction made necessary by (1) emergencies or acts of God endangering the Work(advance notice not required),(2) the presence at the Site of any Constituent of Concern or items of historical or cultural significance,(3)Work damaged by fire or other cause during construction, (4) a significant amount of defective, neglected, or delayed work by Contractor, (5)acceleration of the progress schedule involving services beyond normal working hours,or(6)default by Contractor. 2. Services (other than Basic Services during the Post-Construction Phase) in connection with any partial utilization of any part of the Work by Owner prior to Substantial Completion. 3. Evaluating an unreasonable claim or an excessive number of claims submitted by Contractor or others in connection with the Work. 4. Services during the Construction Phase rendered after the original date for completion of the Work referred to above. 5. Reviewing a Shop Drawing more than three times,as a result of repeated inadequate submissions by Contractor. PART 3-COMPENSATION C3.01 Basic Services—Time and Expenses,Not to Exceed Article I of the Agreement is supplemented to include the following agreement of the parties: A. Owner shall pay Engineer for Basic Services set forth in this Exhibit A on a time and materials basis,not to exceed the estimated amounts without prior authorization. 1. Estimated costs per phase,as follows: a. Preliminary Design Phase $31,960 b. Final Design Phase $19,730 c. Bidding and Negotiating Phase $4,085 d. Construction Phase $21,900 e. Post-Construction Phase $2,120 £ Pubic Involvement Phase $22,680 Exhibit A Professional Services Agreement July 2019 Page 16 of 18 4OOWL g. Total(less RPR services-below) $102,475 . 2. Engineer may alter the distribution of compensation between individual phases noted herein to be consistent with services actually rendered but shall not exceed the total amount unless approved in writing by the Owner. 3. Appropriate amounts have been incorporated in the hourly rate to account for labor, overhead and profit. Reimbursables and any subconsultant expenses will be billed directly with a 5%mark up. B. Period of Service: The compensation amount stipulated above is conditioned on a period of service not exceeding 18 months. If such period of service is extended,the compensation amount for Engineer's services shall be appropriately adjusted. C3.02 Resident Project Representative—Standard Hourly Rates Article I of the Agreement is supplemented to include the following agreement of the parties: A. Owner shall pay Engineer for Resident Project Representative Basic Services as follows: 1. Resident Project Representative Services: For.services of Engineer's Resident Project Representative under Paragraph A1.06 of this Exhibit A,an amount equal to the cumulative hours charged to the Project by each class of Engineer's personnel times Standard Hourly Rates for each applicable billing class at the rates set forth in Attachment 1 to this Exhibit A for all Resident Project Representative services performed on the Project, plus related Reimbursable Expenses and Engineer's Consultant's charges, if any. The total compensation under this Paragraph is estimated to be $40,485.00 based upon full-time RPR services on a ten-hour workday, Monday through Friday, over a 60 calendar day construction schedule. B. Compensation for Reimbursable Expenses: 1. For those Reimbursable Expenses that are not accounted for in the compensation for Basic Services under Paragraph C3.01, and are directly related to the provision of Resident Project Representative Basic Services, Owner shall pay Engineer at the rates set forth in Attachment 1 to this Exhibit A. C3.03 Additional Services—Standard Hourly Rates Article 2 of the Agreement is supplemented to include the following agreement of the parties: A. Owner shall pay Engineer for Additional Services,if any,as follows: 1. For services of Engineer's personnel engaged directly on the Project pursuant to Paragraph B2.01 of Exhibit A,an amount equal to that separately negotiated prior to performing the Additional Services based on the nature of the required Additional Services. 2. For services of Engineer's personnel engaged directly on the Project pursuant to Paragraph,B2.02 an amount equal to the cumulative hours charged to the Project Exhibit A Professional Services Agreement July 2019 Page 17 of 18 41tOOWL by each class of Engineer's personnel times Standard Hourly Rates for each applicable billing class,plus related Reimbursable Expenses and Engineer's Consultant's charges,if any. B. Other Provisions Concerning Payment for Additional Services: 1. Whenever Engineer is entitled to compensation for the charges of Engineer's Consultants,those charges shall be the amounts billed by Engineer's Consultants to Engineer times a factor of 1.05. 2. The amounts payable to Engineer for Reimbursable Expenses, if any, will be the related internal expenses actually incurred or allocated by Engineer,plus all invoiced external Reimbursable Expenses allocable to such Additional Services, the latter multiplied by a factor of 1.05. Exhibit A Professional Services Agreement July 2019 Page 18 of 18 Attachment 1 to Exhibit A Effective January 1,2020 0 VJ IL Until Further Notice age MONTANA FEE SCHEDULE Personnel Billing Rates Personnel are identified on our invoices by name and/or labor category. Description Rate Description Rate Accounting Manager $155 Engineer VI $170 Accounting Technician $85 Engineer VII $180 Administrative Assistant $60 Engineer VIII $190 Administrative Manager $95 Engineer IX $215 Biologist 1 $100 Engineer X $230. Biologist II $110 Engineering Technician 1 $70 Biologist III $120 Engineering Technician II $85 Biologist IV $130 Engineering Technician III $95 Biologist V $175 Engineering Technician IV $115 CAD Drafter 1 $75 Engineering Technician V $125 CAD Drafter II $90 Engineering Technician VI $145 CAD Drafter III $100 Environmental Specialist 1 $90 CAD Drafter IV $110 Environmental Specialist II $105 CAD Drafter V $120 Environmental Specialist III $110 Civil and Transportation Designer $95 Environmental Specialist IV $120 Contract Administrator 1 $130 Environmental Specialist V $125 Contract Administrator II $155 Environmental Specialist A $170 Corporate Development Manager. $180 Environmental Specialist VII $180 Crew Chief 1 $90 Environmental Specialist VIII $190 Crew Chief II $100 Environmental Specialist IX $215 Crew Chief III $105 Environmental Specialist X $225 Crew Chief IV $115 Field Project Representative 1 $85 Crew Chief V $125 Field Project Representative II $95 Cultural Resources Specialist 1 $90 Field Project Representative 111 $125 Cultural Resources Specialist II $105 Geologist 1 $100 Cultural Resources Specialist 111 $115 Geologist II $110 Cultural Resources Specialist IV $135 Geologist III $120 Cultural Resources,Specialist V $165 Geologist IV $140 Document Production Supervisor $120 Geologist V $165 Engineer 1 $95 GIS Technician Engineer 11 $105 GIS Specialist $90 Engineer III $115 GIS Coordinator $140 Engineer IV $140 Graphics Designer $100 Engineer V $160 Inspector 1 $90 Effective January 1, 2020 p Q W L Until Further Notice 21Page Inspector II _ $105 Professional Land Surveyor VII $145 Inspector III $110 Professional Land Surveyor Vill $155 Inspector-Supervisor $130 Professional Land Surveyor IX $170 Intern 1 $55 Professional Land Surveyor X $190 Intern II $75 Project Assistant 1 $85 Laboratory Supervisor_ $80 Project Assistant II $100 Laboratory Manager $95 Project Administrator $100 Landscape Architect 1 $100 Project Controller $125 Landscape Architect II $115 Project Manager 1 $125 Landscape Architect III $130 Project Manager II $140 Landscape Architect IV $145 Project Manager III $155 Landscape Architect V $160 Project Manager IV $170 Landscape Architect VI $170 Project Manager V $185 Landscape Architect VII $180 Project Manager VI $200 Landscape Planner $105 Project Manager VII $215 Landscape Designer $85 Proposal Manager $110 Lead Materials Technician $85 Public Involvement Assistant $85 Marketing&Administrative Manager $180 Public Involvement Planner $105 Marketing Assistant $75 Public Involvement Coordinator $115 Marketing Coordinator $95 Public Involvement Program Manager $170 Materials Technician $60 Real Estate Services Manager $150 Materials Technician II $70 Right of Way Assistant $85 Materials Manager $100 Right of Way Agent 1 $95 Planning Technician $80 Right of Way Agent II $110 Planner 1 $90 Right of Way Agent III $125 Planner II $105 Right of Way Agent IV $135 Planner III $125 Right of Way Agent V $150 Planner IV $145 Right of Way Agent VI $185 Planner V $160 Risk Manager $170 Planner VI $170 Senior CAD Drafter $135 Planner VII $180 Senior Civil and Transportation Designer $140 Planner VIII $190 Senior Manager 1 $200 Planner IX $210 Senior Manager II $220 Planner X $250 Senior Manager III $230 Professional Land Surveyor 1 $90 Senior Manager IV $265 Professional Land Surveyor II $100 Senior Manager V $275 Professional Land Surveyor III $110 Senior Manager VI $295 Professional Land Surveyor IV $120 Senior Materials Technician $90 Professional Land Surveyor V $130 Senior Proposal Manager $155 Professional Land Surveyor VI $135 Survey Crew Surveyor 1 $60 Effective January 1,2020 a `w, L Until Furthera g ee I Survey Crew Surveyor II $70 Survey Technician V $95 Survey Crew Surveyor III $80 Survey Technician VI $105 Survey Crew Surveyor IV $90 Survey Technician VII $110 - ---------------- --- Survey Crew Surveyor V $100 Survey Technician VIII $120 Survey Technician 1 $55 Survey Technician IX $140 Survey Technician II $65 Survey Technician--Supervisor $120 Survey Technician III $75 Systems Administrator $125 Survey Technician IV $85 Technical Coordinator $150 Survey Crews One-Person Survey Crew = $120/hour One-Person Survey Crew GPS/Robotics = $130/hour Two-Person Survey Crew(Non-GPS) _ $160/hour Two-Person Survey Crew = $180/hour Two-Person Survey Crew GPS/Robotics = $190/hour Two-Person Survey Crew(PLS+LSIT) _ $225/hour Three-Person Survey Crew = $260/hour Travel,Mileage, &Miscellaneous Lodging = Cost per night Airfare = Cost Vehicle Usage—Passenger Cars = 0.85/mile Vehicle Usage—Trucks&SUV's = 1.05/mile Printing/Supplies/Phone/Fax/Postage = Note 3 In-House Usage Charges = Note 4 Per Diem Unless otherwise specified contractually, per diem will be billed when travel is more than 50 miles from the office during a meal allowance period of three or more consecutive hours or involves an overnight stay. The three meal allowance periods are breakfast(midnight to 10 am), lunch (10 am—3 pm)and dinner(3 pm to midnight). GSA Per Diem Breakfast Lunch Dinner Incidentals Rate Billings $13.00 $14.00 $23.00 $5.00 $55.00 Bozeman $14.00 $16.00 $26.00 $5.00 $61.00 Butte $13.00 $14.00 $23.00 $5.00 $55.00 Helena $16.00 $17.00 $28.00 $5.00 $66.00 All other cities not listed above, please use the following link: httos://www.gsa.gov/travel/plan-book/per-diem-rates Please use the following link for the meal breakdown: https://www.gsa.gov/travel/plan-book/per-diem-rates/meals- and-incidental-expenses-mie-breakdown ANEL Effective January 1,2020 O W L Until Further Notice 4 1 P a g e Notes 1. DOWL's Professional Services Fee Schedule is subject to adjustment each year or at the end of a contract period, whichever is appropriate. Should adjustments be anticipated or required, such adjustments will not affect existing contracts without prior agreement between Client and DOWL. 2. Straight-time rates are given. Multiply by 1.5 for overtime rates. Overtime rates will be applied at the rate prescribed by applicable state law. 3. Direct reimbursable expenses such as travel,freight,subcontractors, and request beyond those requests considered reasonable by the Project Manager for phone/fax/postage,office supplies, reproduction and photography, and laboratory analysis will be billed at cost plus the negotiated markup. 4. In-house equipment usage charges or specialized software/equipment that are not separately stated on the fee schedule will be negotiated at rates deemed fair and reasonable. 5. Late charges will be assessed on the unpaid balance of all accounts not paid within 30 days of the billing date, at a rate of 1.0 percent per month (12%per year). 406OOWL This is Attachment 2, consisting of 5 pages, referred to in and part of the Exhibit A of the Agreement between Owner and DOWL for Professional Services dated , Project No: Duties,Responsibilities,and Limitations of Authority of Resident Project Representative Article A1.06.A of Exhibit A to the Agreement is supplemented to include the following agreement of the parties: 1.01 Resident Project Representative A. Engineer shall furnish a Resident Project Representative("RPR")to assist Engineer in observing progress and quality of the Work. The RPR may provide full time representation or may provide representation to a lesser degree. B. Through RPRs observations of Contractor's work in progress and field checks of materials and equipment, Engineer shall endeavor to provide further protection for Owner against defects and deficiencies in the Work. However, Engineer shall not, during such RPR field checks or as a result of such RPR observations of Contractor's work in progress, supervise, direct, or have control over Contractor's Work, nor shall Engineer (including the RPR) have authority over or responsibility for the means, methods, techniques, sequences, or procedures of construction selected or used by any contractor, for security or safety at the-Site, for safety precautions and programs incident to any contractor's work in progress, or for any failure of a contractor to comply with Laws and Regulations applicable to such contractor's performing and furnishing of its work. The Engineer (including RPR) neither guarantees the performances of any contractor nor assumes responsibility for Contractor's failure to furnish and perform the Work in accordance with the Contract Documents. In addition,the specific terms set forth in Paragraph A1.05 of Exhibit A of the Agreement are applicable. C. The duties and responsibilities of the RPR are as follows: 1. General: RPR is Engineer's representative at the Site,will act as directed by and under the supervision of Engineer, and will confer with Engineer regarding RPR's actions. RPR's dealings in matters pertaining to the Contractor's work in progress shall in general be with Engineer and Contractor. RPR's dealings with Subcontractors shall only be through or with the full knowledge and approval of Contractor. RPR shall generally communicate with Owner only with the knowledge of and under the direction of Engineer. Attachment 2 to Exhibit A Professional Services Contract A Page 1 of 5 August 2017 tDOWL 2. Schedules: Review the progress schedule, schedule of Shop Drawing and Sample submittals, and schedule of values prepared by Contractor and consult with Engineer concerning acceptability. 3. Conferences and Meetings: Attend meetings with Contractor, such as preconstruction conferences, progress meetings, job conferences and other project-related meetings,and prepare and circulate copies of minutes thereof. 4. Liaison: a. Serve as Engineer's liaison with Contractor. Working principally through Contractor's authorized representative or designee, assist in providing information regarding the intent of the Contract Documents. b. Assist Engineer in serving as Owner's liaison with Contractor when Contractor's operations affect Owner's on-Site operations. c. Assist in obtaining from Owner additional details or information, when required for proper execution of the Work. 5. Interpretation of Contract Documents: Report to Engineer when clarifications and interpretations of the Contract Documents are needed and transmit to Contractor clarifications and interpretations as issued by Engineer. 6. Shop Drawings and Samples: a. Record date of receipt of Samples and approved Shop Drawings. b. Receive Samples which are furnished at the Site by Contractor,and notify Engineer of availability of Samples for examination. c. Advise Engineer and Contractor of the commencement of any portion of the Work requiring a Shop Drawing or Sample submittal for which RPR believes that the submittal has not been approved by Engineer. 7. Modifications: Consider and evaluate Contractor's suggestions for modifications in Drawings or Specifications and report such suggestions, together with RPR's recommendations,to Engineer. Transmit to Contractor in writing decisions as issued by Engineer. 8. Review of Work and Rejection of Defective Work. a. Conduct on-Site observations of Contractor's work in progress to assist Engineer in determining if the Work is in general proceeding in accordance with the Contract Documents. Attachment 2 to Exhibit A Professional Services Contract August 2017 Page 2 of 5 thDOWL b. Report to Engineer whenever RPR believes that any part of Contractor's work in progress will not produce a completed Project that conforms generally to the Contract Documents or will imperil the integrity of the design concept of the completed Project as a functioning whole as indicated in 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 that part of work in progress that RPR believes should be corrected or rejected or should be uncovered for observation,or requires special testing,inspection,or approval. 9. Inspections, Tests, and System Start-ups: a. Consult with Engineer in advance of scheduled inspections, tests, and systems start-ups. b. Verify that tests, equipment, and systems start-ups and operating and maintenance training are conducted in the presence of appropriate Owner's personnel, and that Contractor maintains adequate records thereof. c. Observe,record,and report to Engineer appropriate details relative to the test procedures and systems start-ups. d. Accompany visiting inspectors representing public or other agencies having jurisdiction over the Project, record the results of these inspections, and report to Engineer. 10. Records: a. Maintain at the Site orderly files for correspondence, reports of job conferences,reproductions of original Contract Documents including all change orders,field orders,work change directives, addenda, additional Drawings issued subsequent to the execution of the Construction Contract, Engineer's clarifications and interpretations of the Contract Documents, progress reports, Shop Drawing and Sample submittals received from and delivered to Contractor, and other Project-related documents. b. Prepare a daily report or keep a diary or log book,recording Contractor's hours on the Site,weather conditions,data relative to questions of change orders, field orders, work change directives, or changed conditions, Site visitors, daily activities, decisions, observations in general, and specific observations in more detail as in the case of observing test procedures; and send copies to Engineer. c. Record names, addresses, fax numbers, e-mail addresses, web. site locations, and telephone numbers of all Contractors,Subcontractors, and major Suppliers of materials and equipment. Attachment 2 to Exhibit A Professional Services Contract August 2017 Page 3 of 5 BOWL d. Maintain records for use in preparing Project documentation. e. Upon completion of the Work, furnish original set of all RPR Project documentation to Engineer. 11.Reports: a. Furnish to 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. b. Draft and recommend to Engineer proposed change orders,work change directives,and field orders. Obtain backup material from Contractor. c. Furnish to Engineer and Owner copies of all inspection,test, and system start-up reports. d. Immediately notify Engineer of the occurrence of any Site accidents, emergencies, acts of God endangering the Work, damage to property by fire or other causes, or the discovery of any Constituent of Concern. 12. Payment Requests: 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. 13. Certificates, Operation and Maintenance Manuals: During the course of the Work, verify that materials and equipment certificates, operation and maintenance manuals and other data required by the Contract Documents to be assembled and furnished by Contractor are applicable to the items actually installed and in accordance with the Contract Documents, and have these documents delivered to Engineer for review and forwarding to Owner prior to payment for that part of the Work. 14. Completion: a. Participate in visits to the Project to determine Substantial Completion, assist in the determination of Substantial Completion and the preparation of lists of items to be completed or corrected. b. Participate in a final visit to the Project in the company of Engineer, Owner, and Contractor, and prepare a final list of items to be completed and deficiencies to be remedied. c. Observe whether all items on the final list have been completed or corrected and make recommendations to Engineer concerning acceptance. Attachment 2 to Exhibit A Professional Services Contract August 2017 Page 4 of 5 �OOWL D. Resident Project Representative shall not: 1. Authorize any deviation from the Contract Documents or substitution of materials or equipment(including"or-equal"items). 2. Exceed limitations of Engineer's authority as set forth in this Agreement. 3. Undertake any of the responsibilities of Contractor, Subcontractors or Suppliers. 4. Advise on, issue directions relative to, or assume control over any aspect of the means, methods, techniques, sequences or procedures of Contractor's work. 5. Advise on, issue directions regarding, or assume control over security or safety practices,precautions, and programs in connection with the activities or operations of Owner or Contractor. 6. Participate in specialized field or laboratory tests or inspections conducted off-site by others except as specifically authorized by Engineer. 7. Accept shop drawing or sample submittals from anyone other than Contractor. 8. Authorize Owner to occupy the Project in whole or in part. Attachment 2 to Exhibit A Professional Services Contract August 2017 Page 5.of 5