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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
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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
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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
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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
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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
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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
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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
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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
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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
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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.
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Exhibit A
Professional Services Agreement
July 2019 Page 2 of 18
�OOWL
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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.
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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