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Home My WebLink About09- Great West Engineering / Sourdough Dam Professional Services Agreementi a Y J ~ x PROFESSIONAL SERVICES AGREEMENT THIS IS AN AGREEMENT made as of Z ,between THE CITY OF BOZEMAN, a Municipal Corporation, Bozeman, Montana, 5 ( WNER) and Great West Engineering, Helena Montana 59604, (ENGINEER). Whereas the accomplishment of the work and services described in this Agreement is essential to the OWNER'S public works improvement program. Whereas the OWNER intends to and has selected the ENGINEER to provide necessary and professional engineering services for the project. Whereas the ENGINEER represents that it is willing and qualified to perform the professional engineering services for this project described in this Agreement. Therefore, in consideration of the foregoing recitals and the mutual covenants and conditions contained herein, the parties agree as follows: The conditions and provisions set forth in the attached EXHIBIT A "Engineer's Status During Construction", EXHIBIT B "A Listing of Duties and Responsibilities and Limitations of Authority of Residential Project Representative", EXHIBIT C "Scope of Work Sourdough Dam Development Plan", and EXHIBIT D "Engineering Fee Worksheets" are hereby incorporated in and made part of this Agreement. ARTICLE 1 -ENGINEERING SERVICES 1.1. The detailed description of the specific project components is described as follows: To provide adequate water supply for future community growth and to preserve existing water rights, the City of Bozeman desires to build a dam and water impoundment on Sourdough Creek. This impoundment would replace the water storage lost due to the breaching of Mystic Dam in 1984/85. The City has completed a feasibility study for the Sourdough Creek Dam Project, implemented a public involvement plan that included specific recommendations from a Broad Spectrum Task Force and completed a water conservation plan. The next step in the planning process is to address the recommendations made in the feasibility study and perform additional analysis to further define the steps necessary to build a dam on Sourdough Creek. Emphasis will be placed on public input and communication, environmental considerations, recreational needs, land acquisition and technical considerations for the construction of the dam. The focus of the analysis will be on identified dam site numbers 1 or 3. The intent is to identify community goals and objectives for the development of a dam and impoundment on Sourdough Creek and incorporate those same goals and objectives into an overall development plan. The Engineer will generally characterize the project and further identify key issues and important considerations. The product of this work will be a development plan for the design and construction of the dam and impoundment that maximizes community acceptance. The specific tasks to be completed are outlined in Exhibit C attached herein. 1.2. The scope of services under this contract is set forth in this agreement and the attached EXHIBITS. ARTICLE 2 -ENGINEER'S RESPONSIBILITIES v 4 2.1. ENGINEER shall perform for OWNER professional engineering services in all phases of the Project to which this Agreement applies as hereinafter provided. These services will include, but not be limited to, serving as OWNER's professional engineering representative for the Project, providing professional engineering consultation and advice and furnishing customary civil and structural engineering services incidental thereto. 2.2. The ENGINEER shall furnish all labor, materials, equipment, supplies, and incidentals necessary to conduct and complete the ENGINEER'S portions of the Project and to prepare and deliver to the OWNER all data, reports, plans, specifications, and recommendations as designated herein. 2.3. The ENGINEER shall ascertain such information as may have a bearing on the work from local units of government, public, and private organizations and shall be authorized to procure information from other authorities as to the extent of these contacts and the results thereof. 2.4. The ENGINEER'S work shall be in accordance with the standards of sound engineering practices. 2.5. The ENGINEER shall name aPrincipal-In-Charge for the duration of the project. The Principal-In-Charge shall be David M. Aune. 2.6. The ENGINEER shall name a Project Manager who shall be the liaison between the ENGINEER and the OWNER. The Project Manager shall be David M. Aune. The OWNER may name a Task Director who would be the liaison between the ENGINEER and the OWNER during the design segment of the Project. 2.7. The ENGINEER shall submit an estimated progress schedule at the beginning of the work, and monthly progress reports thereafter until the project is completed. ARTICLE 3 -OWNER'S RESPONSIBILITIES 3.1 The OWNER shall name a Task Director who shall be the liaison between the ENGINEER and the OWNER during DESIGN segment of the Project. The Task Director designated shall be Brian Heaston. 3.2 The OWNER shall have the right of review and examination of the ENGINEER'S work at all times. 3.3 The OWNER shall make available all records (record drawings, construction records, etc.) indicating the existing configuration of the city utilities. 3.4 The OWNER will be responsible for Advertising Bid Openings. 3.5 The OWNER shall attend the pre-bid conferences, bid openings, pre-construction conferences, construction progress and other job related meetings, substantial completion inspections and final payment inspections. ARTICLE 4 -BASIC ENGINEERING SERVICES The ENGINEER shall render professional Engineering Services as follows: 4.1 PRE-DESIGN INVESTIGATION PHASE After written authorization to proceed, ENGINEER shall: 4.1.1 Consult with OWNER to clarify and define OWNER's requirements for the Project and review available data. 4.1.2 Advise OWNER as to the necessity of OWNER's providing or obtaining from others, data or services and assist OWNER in obtaining such data or services. 4.1.3 Identify and analyze requirements of governmental authorities having jurisdiction to approve the design 2 ~. of the Project and participate in consultations with such authorities. 4.1.4. Provide analyses of OWNER's needs, planning surveys, site evaluations and comparative studies of prospective sites and solutions. 4.1.5. Prepare a Sourdough Dam Development Plan as outlined in Exhibit C 4.1.6. Furnish 5 copies and an electronic copy of the Development Plan documents and review them in person with OWNER. The Pre-design Investigation Phase will be completed and submitted within 120 calendar days following written authorization from OWNER to ENGINEER to proceed with that phase of services. 4.2 PRELIMINARY DESIGN PHASE After acceptance of the pre-design report and receipt of written authorization to proceed with the Preliminary Design Phase, ENGINEER shall: 4.2.1. In consultation with OWNER determine general scope, extent and character of the Project. 4.2.2. ENGINEER shall then prepare a Preliminary Design Report, preliminary plans and specifications and a written description for the Project. 4.2.3. Preliminaryry Design Report: Specific items to be addressed in the design report will include, but not be limited to: 4.2.3.1. Summary of construction requirements with appropriate drawings for each task included in the project. 4.2.3.2. Plans for providing water and sewer services for affected properties during construction. 4.2.3.3. Summary geotechnical report for specific tasks, if needed. 4.2.3.4. Special design considerations for Project tasks with conditions not covered in standard construction methods or specifications. 4.2.3.5. A traffic control plan for each project task, if necessary. 4.2.4. Design and Construction Survey: The ENGINEER shall conduct a design field survey of the project areas, as necessary, for locating existing utilities (such as gas, power, telephone, TV cables, water and sewer lines, irrigation facilities, fences, and approach driveways), existing right-of--way and easements, and making measured drawings of or investigating conditions of existing facilities. The ENGINEER shall provide suitable horizontal and vertical reference control points for the construction phase. 4.2.5. Permits and Rights-of-Wav: The ENGINEER shall obtain approved permits, licenses, and/or easement agreements from private landowners and any other agencies or entities requiring similar approvals prior to bidding. These approvals will be coordinated with the OWNER and will be made on easement and permit documents approved by the OWNER. Information and easement descriptions provided in the Basic Engineering Services will be based on data available from design surveys and courthouse records. 4.2.6. Geotechnical Explorations and Analysis: The ENGINEER shall conduct such geotechnical explorations and analysis as necessary for project design and bidding. A geotechnical report will be prepared with recommendations relating to conditions pertinent to the design and construction of the Project. Subsurface information will be obtained by reviewing any existing geotechnical data available and using additional backhoe test pits and soil borings as necessary. The ENGINEER shall furnish copies of a geotechnical report as requested to OWNER for use by OWNER and Contractors, and review the results of the report with Contractors in a pre-bid meeting. The report is to be prepared for design purposes; ENGINEER will not be responsible if it is used by others for other purposes. 4.2.7. Preliminary Plans and Specifications. Prepare preliminary construction plans and specifications with information which addresses the special features of each project task. 4.2.8. Based on the information contained in the preliminary design documents, ENGINEER will submit a revised opinion of probable Total Project Costs to the OWNER. 4.2.9. ENGINEER shall prepare and furnish complete paper and electronic copies of preliminary bidding documents and design report as requested to OWNER and at the same time furnish copies as directed by OWNER to agencies and/or parties having regulatory responsibilities or direct financial participation in any part of the Project; provide any technical criteria, written descriptions and design data necessary for securing permits or approval from authorities having jurisdiction to review and approve the design, and assist owner in securing such approvals; and review documents in person with OWNER and review authorities, and, if necessary, conduct a plan-in-hand site review. All changes agreed to between ENGINEER and OWNER will be noted in a memorandum from the ENGINEER to the OWNER and incorporated into the final plans and specifications. The Preliminary Design Phase will be completed and submitted within to be n~~tiated calendar days following written authorization from OWNER to ENGINEER to proceed with that phase of services. 4.3 FINAL DESIGN PHASE After written authorization to proceed with the Final Design Phase, ENGINEER shall: 4.3.1. On the basis of the accepted Preliminary Design documents and the revised opinion of probable Total Project Costs, prepare for incorporation in the Contract Documents final drawings and Technical Specifications of sufficient detail to show the general scope, extent and detailed character of the work to be furnished and performed by the Contractor(s) suitable for use in the project bidding and construction. 4.3.2. Advise OWNER of any adjustments to the latest opinion of probable Total Project Costs caused by changes in general scope, extent or character or design requirements of the Project or Construction Costs. Furnish to OWNER a revised opinion of probable Total Project Costs based on the Drawings and Specifications. 4.3.3. Prepare for review and approval by OWNER, its legal counsel and other advisors, contract agreement forms, general conditions and supplementary conditions, and (where appropriate) bid forms, invitations to bid and instructions to bidders, special provisions, technical specifications, and standard drawings, and other related contract documents in conformance with the latest edition of the Montana Public Works Standard Specifications (MPWSS) and City of Bozeman Modifications to MPWSS adopted by the City of Bozeman. 4.3.4. Furnish OWNER six copies and an electronic copy of the Contract Documents (including design drawings, specifications and contracts). The Final Phase will be complete and submitted within to be negotiated calendar days following written authorization from OWNER to ENGINEER to proceed with that phase of services. 4.4 BIDDING OR NEGOTIATING PHASE After written authorization to proceed with the Bidding or Negotiating Phase, ENGINEER shall: 4.4.1. Assist OWNER in advertising for and obtaining bids or negotiating proposals for construction contract(s) and record prospective bidders to whom Bidding Documents have been issued, receive and process deposits for Bidding Documents and conduct pre-bid conferences. 4.4.2. Provide interpretation or clarification to prospective bidders regarding the Bidding Documents, and issue addenda as appropriate. 4.4.3. Consult with and advise OWNER as to the acceptability of the prime contractor, subcontractors, suppliers and other persons and organizations proposed by the prime contractor(s) (herein call "Contractor(s)") for those portions of the work as to which such acceptability is required by the Bidding Documents. 4.4.4. Consult with OWNER concerning and determine the acceptability of substitute materials and equipment proposed by Contractor(s) when substitution prior to the award of contracts is allowed by the Bidding Documents. 4.4.5. Attend the Bid opening, prepare bid tabulation, evaluate bids, assess bidders' responsiveness and responsibility and make award recommendation to OWNER. 4.4.6 Facilitate contract award, and the execution and distribution of the contract documents for construction, materials, equipment and services. Furnish Owner two original signature sets of executed contract documents (including design drawings, specifications and contracts). Furnish contractor with one set of original signature executed contract documents and up to three sets of construction documents. 4.5 CONSTRUCTION PHASE The responsibilities of the ENGINEER during the Construction Phase are summarized as follows: 4.5.1. General Administration of Construction Contract. ENGINEER shall consult with and advise OWNER and act as OWNER'S representative as provided in EXHIBIT A -ENGINEER'S STATUS DURING CONSTRUCTION, attached to and made part of this Agreement and may be further provided under the General Conditions of the contract documents. The extent and limitations of the authority, duties, and responsibilities of the ENGINEER on the construction job site as assigned here-in shall not be modified except as the ENGINEER may otherwise agree in writing. All of OWNER's instruction to Contractor(s) will be issued through ENGINEER who will have authority to act on behalf of OWNER to the extent provided in the General Conditions except as otherwise provided in writing. In addition to the services provided under Article 10 (Exhibit A) the ENGINEER shall provide the following services during construction: 4.5.1.1 Schedule and conduct apre-construction conference. 4.5.1.2 Provide personnel, equipment and supplies for construction layout and control, including establishment of line, grade, and blue top control staking. 4.5.1.3 Review Contractors' construction schedules and operations, and the Contractors' traffic control plans and its implementation prior to the start of construction. 4.5.1.4 Ascertain that the Contractor has secured required permits needed to accomplish his work. 4.5.1.5 Prepare and provide weekly activity and progress reports to the City's Task Director. 4.5.1.6 ENGINEER shall provide OWNER copies of all correspondence between the ENGINEER and Contractor. 4.5.1.7 Issue stop and resume work orders, in whole or in part, when work is not or cannot be performed in accordance with the Contract Documents. 4.5.1.8 Review and approve, for conformance with the project technical specifications all shop drawings, and other Contractor submittals required by the Contract Documents. 4 4.5.1.9 During construction review Contractors' construction schedules and evaluate conformance and progress under the Contract time provisions. 4.5.1.10 Prepare for OWNER'S approval any plan and specification changes which due to any initial design or engineering deficiencies are required to complete the project original design concept. 4.5.1.11 Inspect the project and when appropriate, and after conferring with OWNER, issue a Certificate of Substantial Completion to the Contractor. 4.5.1.12 Prior to recommending final payment, schedule and conduct with the OWNER a final project inspection and submit a report to the OWNER documenting any outstanding items or deficiencies requiring correction prior to final payment. Upon satisfactory project completion ENGINEER shall certify in writing to the OWNER, and any required regulatory agencies, that the construction was completed in accordance with the approved plans and specifications and is performing in accordance with the design concept. 4.5.1.13 Twenty-three months after project substantial completion schedule and conduct with the Owner a Two Year Warranty Inspection of the project and advise the owner in writing whether project deficiencies exist and if the project is performing in accordance with the design concept. 4.5.2. Resident Project Representative. ENGINEER shall provide a qualified Resident Project Representative at the job site to provide observation of the work as provided in EXHIBIT B - A LISTING OF THE DUTIES, RESPONSIBILITIES AND LIMITATIONS OF AUTHORITY OF THE RESIDENT PROJECT REPRESENTATIVE, attached to and made part of this Agreement. The ENGINEER shall submit to the OWNER, for review and acceptance, the resume of each Resident Project Representative who may be assigned to the job site during the course of the Project not less than 10 calendar days prior to the pre-construction meeting. Any subsequent change in the resident representative shall also be subject to the OWNER'S approval. 4.5.3 Limitations of Responsibilities. ENGINEER will not be responsible for CONTRACTOR'S means, methods, techniques, sequences or procedures of construction, or the safety precautions and programs incident thereto, and ENGINEER will not be responsible for CONTRACTOR'S failure to perform or furnish the Work in accordance with the Contract Documents; however, nothing contained in this agreement shall be construed to release ENGINEER from liability for failure to properly perform duties and responsibilities assumed by ENGINEER in the Contract Documents. 4.6. PROJECT DOCUMENTATION ENGINEER shall furnish OWNER with (a) one mylar copy, two paper copies, and an electronic copy of the Project Record Drawings ("As-Builts"), (b) written monthly progress reports, and (c) a project notebook containing such correspondence and documentation as requested by OWNER. 4.7. CONSTRUCTION TESTING The inspection services shall include material testing and verification of contract compliance with job site requirements, plans and specifications. The ENGINEER shall provide and maintain detailed documentation of the following material testing: 1) Concrete strength, air content and slump 2) Embankment, trench backfill, and gravel and pavement densities 3) Aggregate gradations 4) Plant mix strength, flow and asphalt content ARTICLE 5 -ADDITIONAL SERVICES 5.1. If OWNER wishes ENGINEER to perform any of the following Additional Services, OWNER shall so instruct ENGINEER in writing, and ENGINEER shall perform or obtain from others such services and will be paid therefor as provided in the Agreement: 5.1.1. Legal land surveys performed to obtain data for preparing easements and rights-of--way descriptions. 5.1.2. Preparation of applications and supporting documents for governmental agencies in addition to those required under Basic Services; preparation or review of environmental studies and related services; and assistance in obtaining environmental approvals. 5.1.3. Services resulting from significant changes in the general scope, extent or character of the Project or major changes in documentation previously accepted by OWNER where changes are due to causes beyond ENGINEER'S control. 5.1.4. Providing renderings or models. 5.1.5. Preparing documents for alternate bids requested by OWNER for work not executed or for out-of- sequence work. 5.1.6. Providing other services not otherwise provided for in the Agreement, including services normally furnished by the OWNER as elsewhere herein described. 5.1.7. Furnishing the services of independent professional associates or consultants for other than Basic Services. 5.2. When required by the Contract Documents in circumstances beyond ENGINEER'S control, ENGINEER shall perform or obtain from others any of the following Additional Services as circumstances require during construction and without waiting for specific instructions from OWNER, and ENGINEER will be paid therefor as provided in this Agreement: 5.2.1. Services in connection with work directive changes and change orders to reflect the changes requested by OWNER if the resulting change in compensation for Basic Services is not commensurate with the additional services rendered. 5.2.2. Services in making revisions to Drawings and Specifications occasioned by the OWNER'S acceptance of substitutions proposed by Contractor(s); services after the award of each contract in evaluating and determining the acceptability of an unreasonable or excessive number of substitutions proposed by Contractor; and evaluating an unreasonable or extensive number of claims submitted by Contractor(s) or others in connection with the work. 5.2.3. Services resulting from significant delays, changes or price increases occurring as a direct result of materials, equipment or energy shortages. 5.2.4. Additional or extended services during construction made necessary by (1) work damage by fire or other causes during construction, (2) a significant amount of defective or neglected work of any Contractor, (3) acceleration of the progress schedule involving services beyond normal working hours, (4) default by any Contractor. ARTICLE 6 -COMPENSATION FOR ENGINEERING SERVICE 6.1 LUMP SUM AGREEMENT FOR BASIC SERVICES AND EXPENSES OF ENGINEER 6.1.1 Payment. The OWNER shall for design phase services performed as Basic Engineering Services under sections 4.1 through 4.3 of this agreement pay a total sum in the amount of 97 000 for such services. 6.1.2 Pavment Schedule. Total cumulative payments for the design phase engineering services (sections 4.1 through 4.4) shall not exceed the following ceilings: $ 97,000 until the Pre-design Investigation and Preliminary Design Report have been submitted to the OWNER. The OWNER may retain 10% of the fee until review and approval of Development Plan outlined in Exhibit C. $ to be negotiated (50% of design fee) until the Preliminary Plans and Specifications have been submitted to the OWNER and review authorities. $ to be negotiated (90% of design fee) until the Final Plans and Specifications have been submitted to the OWNER and review authorities. 6.1.3 General. Engineer shall submit monthly statements for services rendered. The statements shall be based upon Engineer's estimate of the proportion of the total services actually completed at the time of billing, subject to any limitations on Payments based on completion of tasks or specific retainage requirements pursuant to the payment provisions of the Agreement. 6.1.4 Reimbursable Expenses. Only those expenses specifically identified for payment under section 6.2 of this Agreement are reimbursable. All other design related expenses are included in the Lump Sum Payment for the Basic services (4.1 through 4.4) and aze not sepazately reimbursable. Additional Services specifically identified under the scope of design services for payment under 6.1 are not sepazately reimbursable. 6.2 DIRECT LABOR COST PAYMENT FOR BASIC SERVICES AND EXPENSES OF ENGINEER. Construction and project documentation services performed as Basic Engineering Services under sections 4.4 through 4.7 including General Administration of Construction Contract, Resident Project Representation, Project Documentation, and Construction Testing, shall be compensated in accordance with the following: 6.2.1 The OWNER shall pay for Construction Phase and Project Documentation Services an amount not to exceed to be negotiated except as provided under 6.2.1.2 and 6.2.4. 6.2.1.1 Costs Compensation. Compensation for these services shall be based on the ENGINEER'S Direct Labor Cost times a factor of to be negotiated for services rendered which shall cover Direct Labor, Direct Labor Overhead, General & Administrative Overhead and Profit. 6.2.1.2 Notification. At any time during the construction that it becomes apparent that the Construction Phase and Project Documentation Services rendered under this Agreement will exceed the negotiated compensation for these services, and prior to performing services in excess of the contract ceiling, the ENGINEER shall give OWNER written notice thereof. Promptly thereafter OWNER and ENGINEER shall review the scope and progress of the project work. ENGINEER shall obtain written authorization from OWNER, prior to any additional costs being incurred under paragraph 6.2.1.3. If it is determined that due to a change in project scope under paragraph 5.2.1, the ENGINEER is entitled to additional compensation, OWNER and ENGINEER may negotiate terms as provided under 6.2.1.1. The amount and terms of any additional compensation under 6.2.1.1 or 6.2.1.3 shall be negotiated and agreed in writing pursuant to 9.16. 6.2.1.3 Costs Exceeding Estimated Compensation. Except as allowed under 5.2.1, when the total cost of the original scope Construction Phase and Project Documentation Services exceeds the negotiated compensation for these services, the OWNER shall pay only for the direct costs incurred in excess of the estimated compensation. These costs consist of an amount equal to the ENGINEER'S Direct Labor Cost times a factor of to be negotiated for services rendered which shall include Direct Labor, the federally audited payroll Direct Labor Overhead, and General & Administrative Overhead costs, but shall not include any allowance for profit. 6.2.2. Reimbursable Expenses, as defined in section 7.4 of this Agreement, for Basic Services and Approved Additional Services shall be paid to the ENGINEER by the OWNER in the actual amount of the costs incurred up to an amount not to exceed $ to be negotiated which includes $ to be negotiated for consultants employed by the Engineer and $ to be negotiated for all other reimbursable expenses. The estimated reimbursable expenses are identified in Exhibit " to be negotiated ". 6.2.3. Failed Test Expenses. The ENGINEER shall maintain and provide to the OWNER, a record of the costs associated with failing quality control tests performed for the OWNER during the course of the construction of the project and recommend an amount the OWNER deduct from the contractor(s) payments. 6.2.4 The OWNER shall pay an amount for Additional Services rendered by the ENGINEER and approved in writing by the OWNER on the basis of the ENGINEER'S Direct Labor Costs times a factor of to be negotiated , or an amount otherwise negotiated at the time such services are requested and approved by the OWNER. ARTICLE 7 -MEANING OF TERMS 7.1 AGREEMENT As used herein the term "this Agreement" refers to the contents of this document and its Exhibits attached hereto and referred to as if they were part of one and the same document. 7.2 CONSTRUCTION COSTS The construction cost of the entire Project (herein referred to as "Construction Cost") means the total cost to OWNER of those portions of the entire Project designed and specified by ENGINEER, but it will not include ENGINEER's compensation and expenses, the cost of land, rights-of--way, or compensation for or damages to, properties unless this Agreement so specifies, nor will it include OWNER's legal, accounting, insurance counseling or auditing services, or interest and financing charges incurred in connection with the Project or the cost of other services to be provided by others to OWNER. 7.3 DIRECT LABOR COSTS Direct Labor Costs used as a basis for payment mean the actual salaries and wages paid to all ENGINEER'S personnel engaged directly on the Project, including, but not limited to, engineers, architects, surveyors, designers, drafters, specification writers, estimators, other technical and business personnel; but does not include indirect payroll related costs or fringe benefits. For the purposes of this Agreement the principals and employees of the ENGINEER maximum billable Direct Labor Costs are: Principals $ to be negotiated /hour Project Manager $ to be negotiated /hour Senior Engineer $ to be negotiated /hour Staff Engineer $ to be negotiated /hour Senior Technicians $ to be negotiated /hour CADD Drafter $ to be ne otiated /hour Technicians $ to be negotiated /hour Construction Inspector $ to be negotiated /hour Two Person Survey Crew $ to be negotiated /hour Clerical $ to be negotiated /hour 7.4 REIMBURSABLE EXPENSES Reimbursable Expenses mean the actual expenses incurred by ENGINEER or ENGINEER'S independent professional associates or consultants directly in connection with the Project, such as expenses for: transportation and subsistence incidental thereto; obtaining bids or proposals from Contractor(s); subsistence and transportation of Resident Project Representatives and their assistants; toll telephone calls and telegrams; reproduction of reports, Drawings, Specifications, Bidding Documents and similar Project-related items; and if authorized in advance by OWNER, overtime work requiring higher than regular rates. In addition, when compensation for Basic Services is on the basis of Direct Labor Costs method of payment, Reimbursable Expenses will also include the amount billed to ENGINEER by special consultants employed by ENGINEER and authorized by OWNER (other than as an authorized Additional Services) and will also include expenses incurred for computer time and other specialized equipment, including an appropriate charge for previously established programs and expenses of photographic production techniques. ARTICLE 8 -PAYMENT PROVISIONS 8.1 TIMES OF PAYMENTS. ENGINEER may submit monthly statements for Basic Services and approved Additional Services rendered and for Reimbursable Expenses incurred; however, payments shall not exceed the ceilings provided in 6.1 and 6.2. Final payment shall be made only after acceptance of the project by the OWNER. If OWNER disputes the amount of the billing, OWNER will notify the ENGINEER in writing within ten (10) calendar days of the receipt of bill of the dispute. 8.2 REQUESTS FOR PAYMENT. Each request for payment shall include a documentation summary of the period incremental man hours incurred, direct labor rates and billed rates, detail of reimbursable costs, total period billing, and total cumulative billing. When requested by OWNER services for distinct project segments shall be accounted and billed separately. 8.3 PAYMENT UNDER TERMINATION. In the event of termination by the OWNER upon the completion of any phase of the Basic Services, progress payments due ENGINEER for services rendered through such phase shall constitute total payment for such services. In the event of such termination by OWNER during any phase of the Basic Services, ENGINEER also will be reimbursed for the charges of pre-approved independent professional associates and consultants employed by ENGINEER to render Basic Services, and paid for services rendered during that phase on the basis of the payment provisions of the Agreement. In the event of any such termination, ENGINEER will be paid for unpaid pre- approved Additional Services and unpaid Reimbursable Expenses which are authorized under this agreement. ARTICLE 9 -GENERAL CONSIDERATIONS 9.1 TERMINATION OF AGREEMENT 9.1.1 The sole right is hereby reserved to the OWNER to terminate this Engineering Agreement for any and all causes or for its convenience at any time upon fifteen (15) days written notice to the ENGINEER. 9.1.2 If termination for default is effected by the OWNER, an equitable adjustment in the price provided for in this Agreement shall be made, but (1) no amount shall be allowed for anticipated profit on unperformed services or other work, and (2) any payment due to the ENGINEER at the time of termination may be adjusted to cover any additional costs to the OWNER because of the ENGINEER's default. If termination for convenience is effected by the OWNER, the equitable adjustment shall include a reasonable profit, as determined by owner, for services or other work performed. The equitable adjustment for any termination shall provide for payment to the ENGINEER for services rendered and expenses incun•ed prior to the termination, in addition to termination settlement costs reasonably incurred by the ENGINEER relating to commitments which had become firm prior to the termination. 9.1.3 Upon receipt of a termination action under paragraph 9.1.2, the ENGINEER shall (1) promptly discontinue all affected work (unless the notice directs otherwise), and (2) deliver or otherwise make available to the OWNER within ten (10) days copies of all data, design drawings, specifications, reports, estimates, summaries and such other information and materials as may have been accumulated by the ENGINEER in performing this Agreement, whether completed or in process. 9.1.4 In the event this Contract is terminated prior to completion, the original copies of the ENGINEER'S data, recommendations, plans, specifications, analysis and other related documents prepared by the ENGINEER prior to said termination shall be delivered to and become the property of the OWNER. 9.1.5 Upon termination, the OWNER may take over the work and may award another party an Agreement to complete the work under this Agreement. 9.1.6 OWNER'S right to terminate is in addition to any other remedies OWNER may have under the law 9.2 INSPECTION AND AUDIT All books, papers, records, payrolls, vouchers and invoices relating to costs and expenditures incurred as to the performance of the services by the ENGINEER hereunder shall be made available to the OWNER, or their authorized representatives for audit and review, at the ENGINEER'S respective offices at all reasonable times during the contract period and for three years from the date of final payment. 9.3 EMPLOYMENT The ENGINEER warrants that he has not employed or retained any company or persons, other than a bona fide employee, working solely for the ENGINEER, to solicit to secure this contract, and that he has not paid or agreed to pay any company or person, other than bona fide employees working solely for the ENGINEER, any fee, commission, percentage, brokerage fee, gifts or any other considerations contingent upon or resulting from the award or making of this Contract. For breach or violation of this warranty, the OWNER shall have the right to annul the Contract without liability or in its discretion to deduct from the price or consideration or otherwise recover the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee. All employees of the ENGINEER or other persons while engaged in the performance of work or services required by the ENGINEER shall be considered employees of the ENGINEER only and not of the OWNER. 9.4 NONDISCRIMINATION 10 The ENGINEER will not discriminate on the basis of race, color, religion, creed, political ideas, sex, age, marital status, national origin or disability in employment or provision of services. The ENGINEER shall be subject to and comply with Title VI of the Civil Rights Act of 1964; Section 140, Title 2, United States Code, and all regulations promulgated thereunder. 9.5 SUBLETTING OR ASSIGNING OF WORK The ENGINEER shall not sublet or assign any of the work covered herein without prior written approval of the OWNER. 9.6 STANDARD OF CARE In providing services under this agreement, the ENGINEER will perform in a manner consistent with the degree of care and skill ordinarily exercised by members of the same profession currently practicing under similar circumstances. If any service should be found to be not in conformance with this standard, the ENGINEER shall, at the OWNER's request, re- perform the service at its own expense. Engineer shall also, at its own expense, make such changes, modifications or additions to the project which are made necessary as a result of the initial non-performance or the re-performance of services. The OWNER's rights herein are in addition to any other remedies the OWNER may have under the law. 9.7 LEGAL RELATIONS: 9.7.1 The ENGINEER shall, consistent with the standard care, comply with those Federal, State, and Local laws and ordinances applicable to the work to be done. 9.7.2 The ENGINEER agrees to defend, indemnify and hold harmless the OWNER, its officers, directors, agents and employees from and against any suit, cause of action, claim, cost, expenses, obligation and liability of any character, including attorney's fees, which is brought or asserted for any bodily injury, death, or physical damage to property received or sustained by any person, persons, property, business or any other entity, arising out of or resulting from, or in connection with the ENGINEER'S negligent performance of the work specified in this agreement. 9.7.3. The ENGINEER agrees to defend, indemnify and hold harmless the OWNER, its officers, directors, agents and employees, should OWNER, its officers, directors, agents or employees be named as a defendant in any action where the OWNER'S alleged liability arises from the negligent performance of the ENGINEER'S work herein described. The obligations of the ENGINEER to defend, indemnify and hold harmless the OWNER will apply to any suit, cause of action, claim, cost or obligation including, without limitation, those alleged under the common law or pursuant to a federal or state statute or regulation including those arising in tort, trespass, nuisance, and strict liability. 9.7.4 In the event the OWNER is found proportionately responsible for any damages ultimately awarded to a plaintiff or plaintiffs in any lawsuit, the ENGINEER will be responsible for only those damages, costs, or liabilities as are attributable to the ENGINEER'S percent of fault as compared with 100% of the fault giving rise to the damages. Should the OWNER be found responsible for negligence by its own officers, directors, agents or employees, then in that event the OWNER agrees to reimburse the ENGINEER for the reasonable attorney's fees and costs incurred in any defense of the OWNER in an amount proportional to the fault attributed to the OWNER. The indemnity required herein shall not be limited by reason of the specification of any particular insurance coverage in this Agreement. 9.7.5 Should either OWNER or ENGINEER be held responsible, for any damages, costs or liabilities resulting from intentional misconduct by any officer, director, agent or employee in connection with the work specified in this Agreement, then in that event, that party shall defend, indemnify and hold harmless the other as to any damages, costs or liabilities that result from or arise out of that intentional misconduct, including 11 reasonable attorney's fees and costs which shall include costs and salary of the city attorney or other in-house counsel. Further, notwithstanding the obligations set forth in paragraphs 9.7.2 and 9.7.3 above, the ENGINEER agrees to defend OWNER where the OWNER'S alleged liability arises from intentional misconduct by the ENGINEER. Should the OWNER be found responsible for intentional misconduct by its own officer, director, agent or employee, then OWNER agrees to reimburse ENGINEER for the reasonable attorney's fees and costs incurred in any defense of the OWNER. 9.7.6 The ENGINEER shall perform this agreement as an independent contractor, and as such, is responsible to the OWNER only as to the results to be obtained in the work herein specified, and to the extent that the work shall be done in accordance with the terms, plans and specifications. The ENGINEER shall have and maintain complete control over all of its employees, subcontractors, agents and operations, being responsible for any required payroll deductions and providing required benefits, such as, but not limited to worker's compensation with statutory limits, and unemployment insurance. 9.8 INSURANCE The ENGINEER shall secure and furnish to the OWNER certificate of insurance, therein, naming the OWNER as an additional insured, to include thirty (30) days notice of cancellation or non-renewal. Without limiting any of ENGINEER'S obligations hereunder, ENGINEER shall secure and maintain, until the work is completed and accepted by the OWNER, insurance coverage naming the OWNER as additional insured with minimum insurance coverage as follows: 12 Type of Coverage Employers' Liability: General Liability: Bodily Injury & Property Damage Single and combined General Aggregate: Excess Liability Coverage (umbrella Automobile: Bodily Injury covering all automobiles, trucks, tractors, trailers, or other automotive equip- ment whether owned or rented by Engineer or owned by employees of Engineer. Property Damage covering all automobiles, trucks, tractors, trailers or other automotive equipment whether owned or rented by Engineer or owned by employees of Engineer OR Limits 100 000. per accident $ 1,000,000. per accident $ 2,000,000. $1,000,000. each occurrence $ 1,000,000 each person $ 1,000,000 each occurrence 100 000 each occurrence Bodily Injury & Property $1,000.000 each occurrence Damage Single and combined In addition to the above insurance coverage, the ENGINEER shall secure and maintain, until the work is completed and accepted by the OWNER, and without naming OWNER as an additional insured, professional errors and omissions coverage as follows: Professional Errors & Omissions: $ 1,000,000 per claim and aggregate each occurrence 9.9 ENDORSEMENT The ENGINEER shall place his endorsement on all drawings and other data furnished by him. 13 9.10 OWNERSHIP OF DOCUMENTS The parties admit and agree the documents produced under this agreement are not intended or represented to be suitable for reuse by OWNER or any other individual on any other project. Any reuse without written verification or adaptation by ENGINEER will be at OWNER'S sole risk and without liability or legal exposure to ENGINEER, or to ENGINEER'S independent professional associates or consultants. Files in electronic media format of text, data, graphics, or of other types that are furnished by ENGINEER to OWNER are only for convenience of owner. Any conclusion or information obtained or derived from such electronic files will be at the user's sole risk. 9.11 PUBLIC INFORMATION The ENGINEER shall not issue any statements, releases or information for public dissemination without prior approval of the OWNER. 9.12 PROPRIETARY RIGHTS If patentable discoveries or inventions should result from work required herein, all rights accruing from such discoveries or inventions shall be joint property of the ENGINEER and the OWNER. Provided that the OWNER, state agencies or political subdivisions and the United States Government shall have the irrevocable, nonexclusive, nontransferable and royalty-free license to use each invention in the manufacture, use and disposition, according to law, of any article or material, and in the use of any method that may be developed as part of the work described and contemplated herein. 9.13 RECORDS The ENGINEER shall maintain accounting records and other evidence pertaining to the cost incurred and to make the records available at all reasonable times during the Contract term and for one (1) year from the date of final payment. Such accounting records and other evidence pertaining to the cost incurred will be made available for inspections by OWNER. 9.14 SUCCESSORS IN INTEREST The covenants, agreements and all statements in this Contract apply to and shall be binding on the heirs, personal representatives, successors and assigns of the respective parties. 14 9.15 ATTORNEY'S FEES AND COSTS That in the event it becomes necessary for either Party of this Contract to retain an attorney to enforce any of the terms or conditions of this Contract or to give any notice required herein, then the prevailing Party or the Party giving notice shall be entitled to reasonable attorney's fees and costs, including fees, salary, and costs of in-house counsel to include City Attorney. 9.16 MODIFICATIONS AND AMENDMENTS That any amendment or modification of this Contract or any provisions herein shall be made in writing or executed in the same manner as this original document and shall after execution become a part of this Contract. In witness Whereof, the Parties hereto do make and execute this Agreement. CITY OF BOZEMAN, MONTANA ENGINEER BY: BY: (City Manager) (President) DATE: ~ r ~ ~- ©-( ATTEST: BY: I ~I City Jerk) DATL~-Tt,~ ~ ~, ~c)~ 15 EXHIBIT A TO AGREEMENT BETWEEN OWNER AND ENGINEER FOR PROFESSIONAL SERVICES ENGINEER'S STATUS DURING CONSTRUCTION This Exhibit is attached to, made a part of and incorporated by reference with the Agreement made on between CITY OF BOZEMAN (OWNER) and Great West Engineering (ENGINEER) providing for professional engineering services. ARTICLE 10 -ENGINEER'S STATUS DURING CONSTRUCTION 10.1. OWNER'S REPRESENTATIVE ENGINEER will be OWNER's representative during the construction period. The duties and responsibilities and the limitations of authority of ENGINEER as OWNER's representative during construction are set forth in the Contract Documents and shall not be extended without written consent of OWNER and ENGINEER. 10.2. VISITS TO THE SITE ENGINEER will make visits to the site at intervals appropriate to the various stages of construction to observe the progress and quality of the executed Work and to determine, in general, if the Work is proceeding in accordance with the Contract Documents. ENGINEER will not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work. ENGINEER'S efforts will be directed toward providing for OWNER's greater degree of confidence that the completed Work will conform to the Contract Documents. On the basis of such visits and on-site observations as an experienced and qualified design professional, ENGINEER will keep OWNER informed of the progress of the Work and will endeavor to guard OWNER against defects and deficiencies in the Work. 10.3. PROJECT REPRESENTATION If OWNER and ENGINEER agree, ENGINEER will furnish a Resident Project Representative to assist ENGINEER in observing the performance of the Work. The duties, responsibilities and limitations of authority of any such Resident Project Representative and assistants will be as provided in EXHIBIT B, A LISTING OF THE DUTIES, RESPONSIBILITIES AND LIMITATIONS OF AUTHORITY OF THE RESIDENT PROJECT REPRESENTATIVE. 10.4. CLARIFICATIONS AND INTERPRETATIONS ENGINEER will issue with reasonable promptness such written clarifications or interpretations of the requirements of the Contract Documents (in the form of Drawings or otherwise) as ENGINEER may determine necessary, which shall be consistent with or reasonably inferable from the overall intent of the Contract Documents. If CONTRACTOR believes that a written clarification or interpretation justifies an increase in the Contract Price or an extension of the Contract Time and the parties are unable to agree to the amount or extent thereof, CONTRACTOR may make a claim therefor as provided in the General Provisions of the construction Contract Document. 10.5. AUTHORIZED VARIATIONS IN WORK ENGINEER may authorize minor variations in the Work from the requirements of the Contract Documents which do not involve an adjustment in the Contract Price or the Contract Time and are consistent with the overall intent of the Contract Documents. These may be accomplished by a Field Order and will be binding on OWNER, and also on CONTRACTOR who shall perform the Work involved promptly. If CONTRACTOR believes that a Field Order justifies an increase in the Contract Price or an extension of the Contract Time and the parties are unable to agree as to the amount or extent thereof, CONTRACTOR may make a claim therefor as provided in the General Conditions of the Construction Contract. 10.6. REJECTING DEFECTIVE WORK ENGINEER will have authority to disapprove or reject Work which ENGINEER believes to be defective, and will also have authority to require special inspection or testing of the Work as provided in the General Provisions of the construction Contract Document whether or not the work is fabricated, installed, or completed. 10.7. SHOP DRAWINGS, CHANGE ORDERS AND PAYMENT 10.7.1. The ENGINEER'S responsibility for Shop Drawings and samples shall comply with the shop drawing provisions of the General Provisions of the construction Contract Document 10.7.2. The ENGINEER's responsibilities for Change Orders shall comply with the change order provisions of the General Provisions of the construction Contract Document. 10.7.3. The ENGINEER'S responsibilities for contractor's Application for Payment shall comply with the payment provisions of the General Provisions of the construction Contract Document. 10.8. DETERMINATIONS FOR UNIT PRICES ENGINEER will determine the actual quantities and classifications of Unit Price Work performed by CONTRACTOR. ENGINEER will review with CONTRACTOR the ENGINEER'S preliminary determinations on such matters before rendering a written recommendation thereon (by recommendation of an Application for Payment or otherwise) to OWNER. 10.9. DECISION ON DISPUTES 10.9.1. ENGINEER will be the initial interpreter of the requirements of the Contract Documents and judge of the acceptability of the Work thereunder. Claims, disputes and other matters relating to the acceptability of the Work or the interpretation of the requirements of the Contract Documents pertaining to the performance and furnishing of the Work and claims under The General Conditions of the Construction Contract in respect of changes in the Contract Price or Contract Time will be referred initially to ENGINEER in writing with a request for a formal decision in accordance with this paragraph, which ENGINEER will render in writing within a reasonable time. Written notice of each such claim, dispute and other matter shall be promptly reported and copied to the OWNER. 10.9.2. When functioning as interpreter under paragraphs 10.8 and 10.9.1, ENGINEER will not show partiality to OWNER or CONTRACTOR and will not be liable in connection with any interpretation or decision rendered in good faith in such capacity. The rendering of a decision by ENGINEER pursuant to paragraphs 10.8 and 10.9.1 with respect to any such claim, dispute or other matter will be a condition precedent to any exercise by OWNER or CONTRACTOR of such rights or remedies as either may otherwise have under the Contract Documents or by Laws or Regulations in respect of any such claim, dispute or other matter. 10.10. LIMITATIONS ON ENGINEER'S RESPONSIBILITIES 10.10.1. Neither ENGINEER's authority to act under this Article or elsewhere in the Contract Documents nor any decision made by ENGINEER in good faith either to exercise or not exercise such authority shall give rise to any duty or responsibility of ENGINEER to CONTRACTOR, any Sub-contractor, any Supplier, or any other person or organization performing any of the Work, or to any surety for any of them. 10.10.2. Whenever in the Contract Documents the terms "as ordered", "as directed", "as required", "as allowed", "as approved" or terms of like effect or import are used, or the adjectives "reasonable", "suitable", "acceptable", "proper" or "satisfactory" or adjectives of like effect or import are used to describe a requirement, direction, review or judgment of ENGINEER as to the Work, it is intended that such requirement, direction, review or judgment will be solely to evaluate the Work for compliance with the Contract Documents (unless there is a specific statement indicating otherwise). The use of any such term or adjective shall not be effective to assign to ENGINEER any duty or authority to supervise or direct the furnishing or performance of the Work or any duty or authority to undertake responsibility contrary to the provisions of paragraph 4.5.3. EXHIBIT B TO AGREEMENT BETWEEN OWNER AND ENGINEER FOR PROFESSIONAL SERVICES A LISTING OF THE DUTIES, RESPONSIBILITIES AND LIMITATIONS OF AUTHORITY OF THE RESIDENT PROJECT REPRESENTATIVE. This Exhibit is attached to, made a part of and incorporated by reference with the Agreement made on between CITY OF BOZEMAN (OWNER) and Great West Engineering (ENGINEER) providing for professional engineering services. ARTICLE 11 - DUTIES. RESPONSIBILITIES AND LIMITATIONS OF AUTHORITY OF THE RESIDENT PROJECT REPRESENTATIVE ENGINEER shall furnish a Resident Project Representative (RPR), assistants and other field staff to assist ENGINEER in observing performance of the work of Contractor. Through more extensive on-site observations of the work in progress and field checks of materials and equipment by the RPR and assistants, ENGINEER shall endeavor to provide further protection for OWNER against defects and deficiencies in the work of CONTRACTOR; but, the furnishing of such services will not make ENGINEER responsible for or give ENGINEER control over construction means, methods, techniques, sequences or procedures or for safety precautions or programs, or responsibility for CONTRACTOR'S failure to perform the Work in accordance with the Contract Documents and in particular the specific limitations set forth in section 4.5 of the Agreement are applicable. The duties and responsibilities of the RPR are limited to those of ENGINEER in this agreement and in the construction Contract Documents, and are further limited and described as follows: 11.1. GENERAL RPR is ENGINEER'S agent 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 on-site work shall in general be with ENGINEER and CONTRACTOR keeping OWNER advised as necessary. RPR's dealings with subcontractors shall only be through or with the full knowledge and approval of CONTRACTOR. RPR shall generally communicate with OWNER with the knowledge of and under the direction of ENGINEER. 11.2. DUTIES AND RESPONSIBILITIES OF RPR 11.2.1. Schedules: Review the progress schedule, schedule of Shop Drawing submittals and schedule of values prepared by CONTRACTOR and consult with ENGINEER concerning acceptability. 11.2.2. Conferences and Meetings: Attend meetings with CONTRACTOR, such as preconstruction conferences, progress meetings, job conferences and the project-related meetings, and prepare and circulate copies of minutes thereof. 11.2.3. Liaison: 11.2.3.1. Serve as ENGINEER'S liaison with CONTRACTOR, working principally through CONTRACTOR's superintendent and assist in understanding the intent of the Contract Documents; and assist ENGINEER in serving as OWNER's liaison with CONTRACTOR. 11.2.3.2.Assist in obtaining from OWNER additional details or information, when required for proper execution of the Work. 11.2.4. Shop Drawings and Samples: 11.2.4.1. Record date of receipt of Shop Drawings and samples. 11.2.4.2. Receive samples which are furnished at the site by CONTRACTOR, and notify ENGINEER of availability of samples for examination. 11.2.4.3. Advise ENGINEER and CONTRACTOR of the commencement of any Work requiring Shop Drawing or sample if the submittal has not been approved by ENGINEER. 11.2.5. Review of Work, Rejection of Defective Work, Inspections and Tests: 11.2.5.1. Conduct on-site observations of the Work in progress to assist ENGINEER in determining if the Work is in general proceeding in accordance with the Contract Documents. 11.2.5.2. Report to ENGINEER whenever RPR believes that any Work is unsatisfactory, faulty or defective or does not conform to the Contract Documents, or has been damaged, or does not meet the requirements of any inspection, test or approval required to be made; and advise ENGINEER of Work that RPR believes should be corrected or rejected or should be uncovered for observation, or requires special testing, inspection or approval. 11.2.5.3. Verify that tests, equipment and systems startup and operating and maintenance training are conducted in the presence of appropriate personnel, and the CONTRACTOR maintains adequate records thereof; and observe, record and report to ENGINEER appropriate details relative to the test procedures and startup. 11.2.5.4.Accompany visiting inspectors representing public or other agencies having jurisdiction over the Project, record the results of these inspections and report to ENGINEER. 11.2.6. 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. 11.2.7. Modifications: Consider and evaluate CONTRACTOR'S suggestions for modifications in Drawings or Specifications and report with RPR's recommendations to ENGINEER. Transmit to CONTRACTOR decisions as issued by ENGINEER. 11.2.8. Records: 11.2.8.1.Maintain at the job site orderly files for correspondence, reports of job conferences, Shop Drawings and samples, reproductions of original Contract Documents including all Work Directive Changes, Addenda, Change Orders, Field Orders, additional Drawings issued subsequent to the execution of the Contract, ENGINEER'S clarifications and interpretations of the Contract Documents, progress reports, and other Project related documents. 11.2.8.2. Keep a detailed and accurate diary or log book, recording CONTRACTOR hours on the job site, weather conditions, prime and subcontractor daily work force, daily log of equipment onsite or on standby, data relative to questions of Work Directive Changes, Change Orders or changed conditions, list of job site visitors, daily activities, decisions, observations in general, and 2 specific observations in more detail as in the case of observing test procedures; and send copies to ENGINEER. 11.2.8.3. Record names, addresses and telephone numbers of all CONTRACTORS, subcontractors and major suppliers of materials and equipment. 11.2.9. Reports: 11.2.9.1.Furnish ENGINEER periodic reports as required of progress of the Work and of CONTRACTOR'S compliance with the progress schedule and schedule of Shop Drawing and sample submittals. 11.2.9.2.Consult with ENGINEER in advance of scheduled major tests, inspections or start of important phases of the Work. 11.2.9.3. Draft proposed Change Orders and Work Directive Changes, obtaining backup material from CONTRACTOR and recommend to ENGINEER Change Orders, Work Directive Changes, and Field Orders. 11.2.9.4. Report immediately to ENGINEER and OWNER upon the occurrence of any accident. 11.2.10. Payment 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. 11.2.11. Certificates, Maintenance and Operation Manuals: During the course of the Work, verify that certificates, maintenance and operation manuals and other data required to be assembled and furnished by CONTRACTOR are applicable to the items actually installed and in accordance with the Contract Documents, and have this material delivered to ENGINEER for review and forwarding to OWNER prior to final payment for the Work. 11.2.12. Completion: 11.2.12.1. Submit to CONTRACTOR, and ENGINEER a list of observed items requiring completion or correction before ENGINEER may issue a Certificate of Substantial Completion. 11.2.12.2 Assess completion or correction of items noted under 11.2.12.1, advise ENGINEER on their status, and make recommendation to Engineer regarding issuance of a Certificate of Substantial completion. 11.2.12.3. Conduct final inspection in the company of ENGINEER, OWNER, and CONTRACTOR and prepare a final list of items to be completed or corrected. 11.2.12.4. Observe that all items on final list have been completed or corrected and make recommendations to ENGINEER concerning final acceptance. 11.3. LIMITATIONS OF AUTHORITY Resident Project Representative: 11.3.1. Shall not authorize any deviation from the Contract Documents or substitution of materials or equipments, unless authorized by ENGINEER. 11.3.2. Shall not exceed limitations of ENGINEER'S authority as set forth in the Agreement or the Contract Documents. 11.3.3. Shall not undertake any of the responsibilities of CONTRACTOR, subcontractors or CONTRACTOR'S superintendent. 11.3.4. Shall not advise on, issue directions relative to or assume control over any aspect of the means, methods, techniques, sequences or procedures of construction unless such advice or directions are specifically required by the Contract Documents. 11.3.5. Shall not advise on, issue directions regarding or assume control over safety precautions and programs in connection with the Work. 11.3.6. Shall not accept Shop Drawing or sample submittals from anyone other than CONTRACTOR. 11.3.7. Shall not authorize OWNER to occupy the Project in whole or in part. 11.3.8. Shall not participate in specialized field or laboratory tests or inspections conducted by others except as specifically authorized by ENGINEER. 4 EXHIBIT C TO AGREEMENT BETWEEN OWNER AND ENGINEER FOR PROFESSIONAL SERVICES SCOPE OF WORK FOR SOURDOUGH DAM DEVELOPMENT PLAN General To provide adequate water supply for future community growth and to preserve existing water rights, the City of Bozeman desires to build a dam and water impoundment on Sourdough Creek. This impoundment would replace the water storage lost due to the breaching of Mystic Dam in 1984/85. The City has completed a feasibility study for the Sourdough Creek Dam Project, implemented a public involvement plan that included specific recommendations from a Broad Spectrum Task Force and completed a water conservation plan. The next step in the planning process is to address the recommendations made in the feasibility study and perform additional analysis to further define the steps necessary to build a dam on Sourdough Creek. Emphasis will be placed on public input and communication, environmental considerations, recreational needs, land acquisition and technical considerations for the construction of the dam. The focus of the analysis will be on identified dam site numbers 1 or 3. The intent is to identify community goals and objectives for the development of a dam and impoundment on Sourdough Creek and incorporate those same goals and objectives into an overall development plan. The Engineer will generally characterize the project and further identify key issues and important considerations. The product of this work will be a development plan for the design and construction of the dam and impoundment that maximizes community acceptance. Task 1. Project Coordination The project will be initiated with a teleconference call with team members to establish communication and further develop project schedule and key milestones. A schedule for team meetings will be established. Project Team meetings will be conducted every month to discuss project issues and schedule. A format for technical memorandums will be developed and distributed to the team Task 2. Develop Conceptual Design Building on the analysis presented in the "Feasibility Study Sourdough Creek Dam Project," September 1999, the Engineer will conduct additional analysis necessary to further describe the design concept and the preferred site. The design concept will serve as the basis for the development of conceptual environmental and recreation plans. The Engineer will also use this information to develop an outline of the subsequent steps necessary for the development of a dam. The design concept developed herein will be used further to support the development of the strategic communication plan. The basic elements of this analysis will include the following: 2a. Conceptual Dam and Impoundment Layout. The Engineer will complete conceptual dam and impoundment layouts for a preferred dam site (likely either site 1 or 3). The layouts will include a plan view of the reservoir and dam, a profile of the dam and an overall isometric map. The purpose of the conceptual design documents will be to develop a reconnaissance level list of project features and quantities, to better define the needs for further development of the dam, to support the strategic communication plan outlined in Task 6 and serve as the basis for conceptual environmental and recreation plans. The Conceptual design will incorporate green and sustainable concepts into the design as well as assess wildfire risks and mitigation. The conceptual design will also include appurtenances such as roads and trails. 2b. Design Concept Cost Estimate. The Engineer will prepare a preliminary cost estimate to better define the project and to support the strategic communication plan. Given the early stages of the project, this cost estimate will be presented as a range. The intent is to give the City and the public a general idea of the cost of the project. 2c. Technical Memorandum 1. The Engineer will prepare a Technical Memorandum 1 that fully describes the conceptual design and the work completed under this task. Technical Memorandum 1 will be presented to the City in advance of Worksession #1 and comments solicited. Appropriate revisions will be made to Technical Memorandum 1 based on the comments received. Task 3. Environmental Compliance Plan Building on the analysis presented in the "Feasibility Study Sourdough Creek Dam Project," September 1999, and other existing available data, the Engineer will conduct additional reconnaissance level environmental analysis and planning necessary to identify key resource issues and develop an environmental compliance plan for the preferred site and support the strategic communication plan. The proposed environmental compliance plan will be based on the design concept developed in Task 2 and will incorporate community goals and objectives as identified in the strategic communication plan prepared in Task 6. The basic elements of this analysis will include the following: 3a. Data Review. The Engineer will collect and review existing available environmental data. 3b. USFS Worksession. The Engineer will meet with and discuss environmental issues and the anticipated NEPA process with the USFS to determine the environmental concerns and the needs of this agency. These concerns and needs will be incorporated into the overall environmental compliance plan prepared as part of Task 3d. The USFS worksession will also be used to identify the process and compliance requirements regarding acquisition of National Forest land for a dam and reservoir site. This worksession will be conducted after the strategic communication plan rollout. 3c. Identify Informational Gaps. The Engineer will identify gaps in available information and identify additional analysis required for inclusion into subsequent phases of the work. 3d. Develop Environmental Compliance Plan: A number of steps are required to meet the environmental compliance requirements of the various regulatory agencies that have jurisdiction over a new water supply reservoir. The goal of this task is to determine the anticipated environmental compliance and permitting requirements for the proposed project. This will include identifying responsible regulating agencies, the data and/or steps needed to satisfy respective agency requirements, and the sequence and schedule that most efficiently satisfies compliance requirements. This task will include a discussion on the approach for developing a defensible purpose and need statement and a range of reasonable alternatives. The results of this task will be useful in focusing work efforts and setting priorities for environmental as well as other tasks. The Environmental Compliance Plan will also support the strategic communication plan. The Engineer will prepare materials and information needed to communicate environmental considerations to the City, stakeholders and the general public. This will include a NEPA flow chart, a list of identified concerns based on existing available data and agency comment, anticipated permit requirements and an outline on our approach to address environmental concerns and mitigation. This task will also include discussion of the third party contracting relationship for preparation of the NEPA document. 3e. Technical Memorandum 2. The Engineer will prepare a Technical Memorandum 2 that fully describes the environmental work completed under this task. Technical Memorandum 2 will be presented to the City in advance of Worksession #1 and comments solicited. Appropriate revisions will be made to Technical Memorandum 2 based on the comments received. 4f. Technical Memorandum 3. The Engineer will prepare a Technical Memorandum 3 that fully describes the recreational work completed under this task. Technical Memorandum 3 will be presented to the City in advance of Worksession #1 and comments solicited. Appropriate revisions will be made to Technical Memorandum 3 based on the comments received. Task 5. Planning Document Coordination The Engineer will need to perform several miscellaneous tasks to ensure a complete understanding of issues and considerations related to the proposed project. These miscellaneous tasks will include: Sa. Existing Planning Documents Coordination. The Engineer will review several existing planning documents and incorporate them into the overall development plan for Sourdough Dam. The existing planning documents to be incorporated into the dam planning process include the conservation plan, the water facilities plan, the source water protection plan, the USFS watershed plan, the USFS fuel reduction plan and the Gallatin National Forest Travel Plan. Sb. Technical Memorandum 4. The Engineer will prepare a Technical Memorandum 4 that fully describes the work completed under this task. Technical Memorandum 4 will be presented to the City in advance of Worksession #1 and comments solicited. Appropriate revisions will be made to Technical Memorandum 4 based on the comments received. Task 6. Develop Communication Strategy The Engineer will characterize the project as outlined in Tasks 2, 3, 4, and 5 and based on this information; the Engineer will prepare a strategic communication plan. The goal is to take the project public in a positive, accurate and understandable manner and minimize misunderstandings and miscommunication. 6a. Monitor Community Discussion. The Engineer will monitor digital methods of public communication. This information will keep the City informed on impending and current public communication on the project and be effective in understanding public concerns and issues and developing a strategic communication plan that provides accurate and timely information. 6b. Develop Communication Strategy The Engineer will conduct up to 3 meetings with City staff and other stakeholders as appropriate to clearly identify the following: • Goals and objectives for project and strategic communications • Identify a project spokesman from the City • Establish rules for communication • Develop clear and concise project purpose, description, and history • Generally develop a project brand 6c. Contingency Public Communication. The Engineer will prepare a contingency public announcement and strategy to be used should others initiate public discussion of the project in advance of the City. 6d. Stakeholder Research. The Engineer will identify key stakeholders and initiate outreach to those stakeholders. The purpose is to provide an accurate description of the proposed project, explain why the City is considering developing the project, solicit input and, to the degree possible, gain support for the project. 6e. Assessment. The Engineer will identify important issues for the development of a strategic communication plan which will include an assessment of the following: • Strengths, Weaknesses, Opportunities and Concerns • Enabling and Restraining Factors • Identify key benefits/issues • Identify the level of public support • Identify 3rd party spokesman 6f. Strategic Communication Plan. Based on the information collected and analysis completed in Tasks 2, 3, 4, 5 and 6, the Engineer will develop a detailed strategic communication plan. The long term goal will be to develop a 3 year plan with detailed communication recommendations and periodic updates through the completion of the project. This initial phase will include only the work necessary to complete the first year of the plan. Budget and scope for future implementation of the communication plan will be included in future phases of the work. The plan is intended to help the City achieve its project goal. In developing the plan the Engineer will: • Frame the communication • Develop talking points • Develop an inclusion strategy • Develop and implement a roll out strategy • Develop public relations strategy • Develop stakeholder segmentation and messaging • Develop rapid response plan for news • Develop an issues matrix that can be used for each important issue identified in the strategic communication plan or that arises at any time before, during or after rollout. • Identify key materials needed to implement the plan (e.g. brochure, website, press kit, site map, environmental process flow diagram, cost estimates) 6g. Ongoing Communication Plan Implementation. The Engineer will conduct ongoing public engagement including media relations. Engineer will provide day-to-day communication support for the project. 6h. Technical Memorandum 5. The Engineer will report the results of the analysis performed in Task 6 in Technical Memorandum 5. Technical Memorandum 5 will be presented to the City in advance of Worksession #1 and comments solicited. Appropriate revisions will be made to Technical Memorandum 5 based on the comments received. Task 7. Prepare Development Plan Report The Engineer will prepare a report that outlines an overall development plan for the Sourdough Creek Dam Project. The development plan will describe the proposed project based on new information developed with the completion of Tasks 1 through 6 and will clearly outline the steps necessary to proceed with the further development of a dam on Sourdough Creek. The cost to complete each task will be presented along with a proposed schedule for completing the work. The report will summarize the technical memorandums prepared previously and will include the following elements • Executive Summary • Technical Memorandum 1 -Design Concept at Preferred Site • Technical Memorandum 2 -Environmental Compliance Plan • Technical Memorandum 2 - USFS Land Acquisition • Technical Memorandum 3 -Recreation Needs Assessment • Technical Memorandum 4 -Existing Planning Documents Review • Technical Memorandum 5 -Strategic Communication Plan • Technical Memorandum 6 -Development Plan, Cost Estimates and Schedule Task 8. City Worksession The Engineer will present the results of the analysis completed in Tasks 1 through 7 at a Worksession attended by City staff and Engineer's Project Manager. Key members of the Engineering team will attend via teleconference. The Sourdough Creek Dam Development Plan will be amended as appropriate based on comment received from the City and other key stakeholders. EXHIBIT D TO AGREEMENT BETWEEN OWNER AND ENGINEER FOR PROFESSIONAL SERVICES ENGINEERING FEE WORKSHEETS This Exhibit is attached to and made part of and incorporated by reference with this Agreement between the City of Bozeman (OWNER) and Great West Engineering (ENGINEER) providing for professional engineering services. This Exhibit includes eight engineering fee worksheets as outlined below and attached herein. Taskl Project Coordination Task 2 Conceptual Design Task3 Environmental Compliance Plan Task 4 Recreation Needs Assessment Task 5 Planning Document Coordination Task 6 Develop Communication Strategy Task 7 Prepare Development Plan Task 8 City Worksession 1 TASK ESTIMATED FEE Task 1 Kickoff $2500 Task 2 Develo Conce tual Desi n $8700 Task 3 Environmental Com liance Plan $21,000 Task 4 Recreation Needs Assessment $14,000 Task 5 Plannin Documentation Coord. $2,500 Task 6 Strategic Communication Plan $39,000 Task 7 Develo went Plan $5,100 Task 8 Cit Worksession 1 $4,200 TOTAL ENGINEERING FEE $97,000 o ~ s ° s s s s s s s s~ s „ ~ $ . ~ x ~ a ~ a ~$ 8 s 8 s s s s s° s. ~ xas. ~ ~ . ~ a ~ s ~ ~a U ~ Q $ S $ $ 8 $ 8 8 8 $ o w 8 $ $ $ $ $ $ $ $ $ $ rc m ~ ~ ~ ~ _ ~ ~ B 8 $ $ $ $ 8 8 $ $ 8 0 0 u, ~ S $ $ $ $ 9, $ 3 $ $ $ $ 'O ~ $ S $ $ 8 8 8 8 g ° D o g ° . 8 S $ $ 8 $ 8 $ $ 3$ S $ A $ 8 9, A $ 8 $ 8 J U 8 8 8 $ $ ° $ $ $ $ S Q ~ °o ~ ~ ~ ~ ~1 ~ W ~ ~ a~ ~ O V N 0 ~ U~ ~ N U 7I $I $I $I ~I $I $I $I ~I $I $II° $II 8 8 $ 8 $ $ 8 8 $ $ 8 $$ S$$ 8 8 o S 8 $ $ 8 $ $ $ $ $ $ $ $ $ $ $ $ w ~ $ w` 0 8 8 g g ~ 8 ~ g $ 8 8° g $ $ $ $ $ $ .4 $ .q w` ~ S $ 8 8 8 $ 8 S 8 8 a $ $ $ $ A $ $ $ $ $ 9 ~ & U ° ~ w ~ 8 S ° 8 8 8 $ $ 8 8 " a~ I z q ~ 8 ~ $ ~ 8 8 3 & w ~ ~ ~ ~ ~ ~ o o 8 8 8 .4 8 8 S 8 8 i i i iv ~ Wa j~$ $ $ $ & $ $ A $ $ 0 8 8 a w W P ~ r s _ w ~u w ~ z ~ ~ 8 8 8 8 8 8 8 8 8 0 8 9 $ $ $ S 4 .4 $ $ $ w 8 8 S 8, 8 8 8 8 8 8 8. 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