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HomeMy WebLinkAbout12- Advanced Engineering and Environmental Services Professional Services Agreement for Integrated Water Resource Plan PROFESSIONAL SERVICES AGREEMENT THIS 1S AN AGREEMENT made as of FebruM 6, 2012, between THE CITY OF BOZEMAN, a Municipal Corporation,Bozeman, Montana,59715(OWNER)and Advanced Engineering and Environmental Services,Inc.,3.00 15eh Street South,Suite 107,Great Falls,Montana,(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(Scope of Work)are hereby incorporated in and made part of this Agreement. ARTICLE I -ENGINEERING SERVICES 1.1. The detailed description of the specific project components is described as follows: Integrated Water Resources Plan(IWRP)to consist of the following primary tasks,which are further described in detail in Exhibit A: Task 1—Project Management and Meetings, Task 2 Data Collection Task 3—Water Rights Evaluation, Task 4—Water Conservation Plan Task 5—Hydrologic Firm Yield Task 6—Characterize Water Use Patterns Task 7—Water Demand Model Task 8—Alternatives Evaluation Task 9—Technical Advisory Committee Task 10—IWRP Report 1.2. The scope of services under this contract is set forth in this agreement and the attached EXHIBITS. ARTICLE 2-ENGINEER'S RESPONSIBILITIES 2.1. ENGINEER shall perform for OWNER professional engineering services in all phases of the Project to which this Agreement applies as hereinafter provided. These services will include, but not be limited to, serving as OWNER's professional engineering representative for the Project, providing professional engineering consultation and advice and furnishing customary civil 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 1 the extent of these contacts and the results thereof. 2.4. The ENGINEER'S work shall be in accordance with the standards of sound engineering practices. 2.5. The ENGINEER shall name a Principal-In-Charge for the duration of the project. The Principal-In-Charge shall be Steve Burian,P.E. 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 R. Nathan Weisenburger, P.E. 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,P.E. 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 pertinent studies, reports, and data related to city utilities, and records (record drawings,construction records,etc.)indicating the existing configuration of the city utilities. 3.4 The OWNER will be responsible for Public Service Announcements. 3.5 The OWNER shall attend project related meetings and conference calls. 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 generally provide the following services, which are further described in Exhibit A: 4.1.1 Consult with OWNER to clarify and define OWNER's requirements for the Project and review available data. 4.1.2 Advise OWNER as to the necessity of OWNER's providing or obtaining from others, data or services and assist OWNER in obtaining such data or services. 4.1.3 Identify and analyze requirements of governmental authorities having jurisdiction to approve the design of the Project and participate in consultations with such authorities. 4.1.4. Provide analyses of OWNER's needs, planning surveys, site evaluations and comparative studies of prospective sites and solutions. 4.I.5. Provide a general economic analysis of OWNER's requirements applicable to various alternatives. 4.1.6 Assist in formation of Special Improvement Districts (SID) by preparing district boundary descriptions and maps,preparing a property owner's and assessments role lists including project assessment costs based on the preliminary project cost estimates, and providing technical information at SID public hearings, if applicable. 2 4.1.7. Prepare a Report containing schematic layouts, sketches and conceptual design criteria with appropriate exhibits to indicate clearly the considerations involved (including applicable requirements of governmental authorities having jurisdiction as aforesaid) and the alternative solutions available to OWNER and setting forth ENGINEER's findings and recommendations. This Report will be accompanied by ENGINEER's opinion of probable costs for the Project, including the following which will be separately itemized: Construction Cost, allowance for engineering costs and contingencies, and (on the basis of information furnished by OWNER) allowances for such other items as charges of all other professionals and consultants, for the cost of land and rights-of-way, for compensation for or damages to properties, for interest and financing charges and for other services to be provided by others for Owner. The total of all such costs,allowance,etc. are hereinafter called"Total Project Costs". 4.1.8. Furnish three 3 copies and an electronic copy of the Study and Report documents and review them in person with OWNER. The Pre-design Investigation Phase will be completed and submitted by March of 2013, or 13 months following written authorization from OWNER to ENGINEER to proceed with that phase of services. 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. 5.13. 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. 52. 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 3 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 SERVICES 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$132,500 for such services. 6.1.2 General. Engineer shall submit monthly statements for services rendered. The statements shall be based upon Enginecr'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. 6.13 Reimbursable Expenses. Only those expenses specifically identified for payment under section 6.7 of this Agreement are reimbursable. All other design related expenses are included in the Lump Sum Payment for the Basic services (4.1 through 4.4) and are not separately reimbursable. Additional Services specifically identified under the scope of design services for payment under 6.1 are not separately reimbursable. 6.1.4 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 3.2 for services rendered which shall cover Direct Labor Direct Labor Overhead General & Administrative Overhead and Profit,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. 4 7.3 DIRECT LABOR COSTS Direct Labor Costs used as a basis for payment to ENGINEER for Additional Services are provided for reference and mean the actual salaries and wages paid to ENGINEER's personnel engaged directly on the Project, 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: Principal-In-Charge $_20.3 8/hour Project Manager $58.82/hour Senior Engineer $45.19/hour Project Engineer $38.25/hour Financial Analyst $27.40/hour GIS Technician $23.00/hour Clerical $ 17.75/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. The Reimbursable Expenses Schedule for Additional Services is provided in Exhibit B for reference. 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. 5 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 incurred prior to the termination, in addition to termination settlement costs reasonably incurred by the ENGINEER relating to commitments which had become firm prior to the termination. 9.1.3 Upon receipt of a termination action under paragraph 9.1.2, the ENGINEER shall (1) promptly discontinue all affected work(unless the notice directs otherwise),and(2)deliver or otherwise make available to the OWNER within ten (10) days copies of 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. 6 9.4 NONDISCRIMINATION The ENGINEER will have a policy to provide equal employment opportunity in accordance with all applicable state and federal anti-discrimination laws,regulations,and contracts. The ENGINEER 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 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. The ENGINEER shall require these nondiscrimination terms of its sub-consultants providing services under this agreement. 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 OWNER agrees to defend, indemnify and hold harmless the ENGINEER, 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 OWNER'S negligent performance of its responsibilities specified in this agreement. 9.7.4 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 7 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. 9.7.5 The OWNER agrees to defend, indemnify and hold harmless the ENGINEER, its officers, directors, agents and employees, should ENGINEER, its officers, directors,agents or employees be named as a defendant in any action where the ENGINEER'S alleged liability arises from the negligent performance of the OWNER'S responsibilities herein described. The obligations of the OWNER to defend, indemnify and hold harmless the ENGINEER 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. 9.7.6 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. 9.7.7 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 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. 9.7.8 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: Type of Coverage Limits Employers`Liability: 100 000.per accident 8 General Liability: Bodily Injury&Property Damage Single and combined $ 1,000,000.per accident General AlZgregate: $2,000,000. Excess Liability Coverage(umbrella) $1,000,000.each occurrence Automobile: Bodily niury covering all $ 1,000,000 each person automobiles,trucks, tractors,trailers,or $ 1,000,000 each occurrence other automotive equip- ment whether owned or rented by Engineer or owned by employees of Engineer. Property Damage covering $ 100,000 each occurrence all automobiles,trucks, tractors,trailers or other automotive equipment whether owned or rented by Engineer or owned by employees of Engineer OR 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. 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 9 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. 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 teems 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. 9.17 LIMITATION OF LIABILITY Notwithstanding any other provision of this Agreement, and to the fullest extent permitted by law,the total liability, in the aggregate, of ENGINEER and ENGINEER's officers, directors, partners, employees, agents, and ENGINEER's Consultants, and any of them, to OWNER and anyone claiming by, through, or under OWNER for any and all claims, losses, costs, or damages whatsoever arising out of, resulting from or in any way related to the Project or the Agreement from any cause or causes, including but not limited to the negligence, professional errors or omissions, strict liability or breach of contract, or warranty express or implied, of ENGINEER or ENGINEER's officers, directors,partners, employees, agents, or ENGINEER's Consultants, or any of them(hereafter"OWNER's 10 Claims"), shall not exceed the total insurance proceeds paid on behalf of or to ENGINEER by ENGINEER's insurers in settlement or satisfaction of OWNER's Claims under the terms and conditions of ENGINEER's insurance policies applicable thereto (excluding fees, costs, and expenses of investigation, claims adjustment, defense, and appeal). If no such insurance coverage is provided with respect to OWNER's Claims, then the total liability, in the aggregate, of ENGINEER and ENGINEER's officers, directors, partners, employees, agents, and ENGINEER's Consultants, and any of them to OWNER and anyone claiming by, through, or under OWNER for any and all such uninsured OWNER's claims shall not exceed$20,000. In witness Whereof,the Parties hereto do make and execute this Agreement. CITY OF BOZEMAN,MONTANA ENGINEER i BY: BY: (City Manager) ( perations Man (er) DATE: 1 DATE: 0 F BO2'r, . • � . a ATTEST. o _ BY: r r Cl rk�k__ II EXHIBIT A SCOPE OF WORK—CITY OF BOZEMAN INTEGRATED WATER RESOURCES PLAN The following scope of work describes the services by AE2S to be provided under the prime contract between the City of Bozeman and AE2S for completion of an Integrated Water Resource Plan. The purpose of this planning effort is to explore, evaluate, and prioritize the range of alternatives available to address anticipated water supply challenges for the City of Bozeman. The project will evaluate water conservation opportunities, existing water rights management, system efficiency, future water rights purchase from Hyalite Reservoir and annexation opportunities, integrated utility planning, including wastewater reuse and stormwater capture possibilities, and a variety of projects to ultimately accomplish development of new water resources, including, but not limited to importation projects, construction of a Sourdough Creek Reservoir,groundwater development, and in-basin/adjacent drainage development opportunities. Task numbers have been aligned according to proposal documents. TASK 1 PROJECT MANAGEMENT AND MEETINGS Project Management tasks include: • Progress monitoring, • Preparation of Contracts, • Scheduling, • General correspondence, • Reviewing Engineer's Consultant's invoices, • Office administration, • Project filing, • Reproduction of reports and project correspondence, and • Invoicing. Meeting tasks shall include: • Meeting Preparation • Meeting Handouts • Meeting Agenda Preparation • Meeting Minutes • Travel to and from Meetings, as appropriate Assumptions/Clarifications: • A 2-hour Project Kick-off meeting will be held in Bozeman attended by two AE2S staff in person. As appropriate, one AE2S staff will attend via video conference, and two CH2M HILL staff will attend via video conference. • Two AE2S staff will attend 2 additional 1-hour project status meetings in person,while one AE2S staff and two C142M HILL staff attend via video conference, as appropriate. It is anticipated that these meetings will be held concurrently with other project related activities for which project staff would travel to Bozeman, MT. • All additional project meetings will be held via conference tail or video conference and may include project team staff specific to specialized task items that are not on the core project team, as appropriate. Invoices will be prepared and released monthly unless no work has been performed in the previous billing cycle. • The level of effort for this task assumes a 13-month project delivery schedule. Deliverables: • Contract Documents • Meeting Agendas and Minutes 12 • Monthly invoices(as noted above) • Website Documentation Materials TASK 2 DATA COLLECTION The project team will perform a limited review of relevant documents collected and provided by the City of Bozeman. Documents to be reviewed for general content and application to this project are: • Bozeman Creek Water Reservation Request Documentation from 1987 to 1992. • Madison Aquifer Study. • Various Old Studies and Reports on the Bozeman Creek Drainage and Mystic Lake Reservoir • Hydrology Data Collected in major watersheds presently utilized for drinking water supplies by the City of Bozeman • Historical Water Use Data and Reports • Additional team review of 0 2002 Water Conservation Plan 0 2005 Water Facility PIan 0 2011 Sourdough Creek Reservoir Development Plan 0 2007 Wastewater Facility Plan 0 2008 Stormwater Master Plan 0 2007 City of Bozeman Economic Development Plan 0 2020 Bozeman Community Plan(2009 Update) o City of Bozeman Climate Action Plan o Lower Gallatin TMDL Documents o City of Bozeman Water Reclamation Facility MDPES Permit Assumptions/Clarifications • An allowance of 25 team hours is provided for this task based on past efforts already completed and additional team member review of relevant content to team member's specific duties. Deliverables • Brief, 3-page memorandum identifying apparent data gaps and assumptions that will be carried forward to complete the scope of work in Tasks 3-10. TASK 3 WATER RIGHTS EVALUATION Services will involve coordination with Water Rights Solutions, Inc. in the development of a collaborative project scope, correspondence, and sharing and review of information pertaining to an evaluation of water rights currently held by the City of Bozeman and possible to develop in the future by the City of Bozeman. Assumptions/Clarifications • This task will primarily be completed by WRSI, Inc. with general cooperation and coordination with the IWRP project team to keep both scopes on track and complimentary to each other throughout the duration of the project. Deliverables • There will be no deliverable from AE2S as an outcome of this Task. The deliverables will be provided by WRSI and incorporated into the AE2S deliverables accordingly. TASK 4 WATER CONSERVATION PLAN A water conservation plan will be completed as follows: 13 • Work with City staff to identify water conservation measures (including those in the 2002 Water Conservation Plan and others that may be appropriate for consideration as well)that could have an impact on the City of Bozeman water usage patterns. Areas that will be explored include: o Public Education Programs o System Efficiency(Unaccounted for Water Reduction/Leak Reduction Programs) o Residential Water Conservation Measures o Commercial Water Conservation Measures o Large User/Industrial Water Conservation Measures a Government/City Water Conservation Measures • Interface with the Technical Advisory Committee (TAC) (TASK 9) at one meeting that is dedicated to a screening level evaluation of the more supportable and viable water conservation measures to pursue for the City of Bozeman in the future. • Use the water demand and supply model (Task 7) to determine viable ranges of achievable water conservation reductions over time. These achievable levels will be associated with monthly water usages. • Develop a matrix of water conservation measure impacts based on 5 gped increments of reduction and the impact this would have on supply management, revenue generation, and an anticipated cost of accomplishing these reduction in$/acre-feet. • Present water conservation plan technical information to TAC (TASK 9) to prioritize water conservation measures for the Bozeman Community. • Propose a series of water conservation measure pilot studies that can be used to measure achievable water conservation in the Bozeman Community over time. • Propose a threshold where water conservation would cross into drought contingency planning (voluntary measures versus mandatory restrictions,respectively). A table of possible drought contingency levels will be proposed, including a 3-tiered,4-tiered, and 5-tiered drought contingency plan. Additionally, a review of drought contingency plans from other communities similar in size to the City of Bozeman will be completed. A summary of information regarding trigger conditions, enforceability, and structure of the plans will be provided. This will provide the City of Bozeman the context for which to develop a drought contingency plan,as appropriate, in the future. Assumptions/Clarifications Although an additional financial component that evaluates the impacts of water reductions on operation and maintenance and future capital expenditures across the utility could be valuable at some point in the City's future, this is a planning component that AE2S would not have enough information to complete given the budget available for completing the IWRP and the lack of historical operating information from the two new treatment facilities and is therefore beyond the scope of this effort. We would recommend the City accomplish the following prior to proceeding with this additional level of analysis to gain the best overall result: • Operate the new treatment facilities for a few years to have a solid understanding of O&M budgets. • Obtain a database of updated water usage information from the proposed GIS-based flow monitoring and water usage tool. • Complete a series of various water conservation pilot studies across the utility and use the GIS tool to monitor the successes of the proposed measures. • At a minimum, apply the measured impacts of water conservation on a refined list of approaches to water supply enhancement as an outcome of this project. Or, apply the measured impacts only to the preferred water supply enhancement approach to determine the potential timing impacts associated with implementing a water supply project in the future. 14 Deliverables • A technical memorandum summarizing the outcomes of the Water Conservation Planning effort will be completed, including recommendations for implementing the plan, updating the plan, considering drought contingency planning, and incorporating water conservation as a long-term system management strategy for the City of Bozeman. TASK 5 HYDROLOGIC FIRM YIELD The project team will prepare a range of planning conditions for Firm Yield based on the 1991 MSE-HKM yield study (Bozeman Creek), the 1997 Water System Master Plan (HKM), and the 2005 Water System Master Plan (Allied Engineering)(Hyalite Reservoir, Lyman Creek, and Middle Creek), the water rights evaluation peformed by WRSI (which may impact Hyalite Reservoir and Middle Creek fim yield information), operational data at the Lyman Creek Reservoir System after recent improvements projects have been completed (which may impact the Lyman Creek firm yield information, and climate projection modeling. The Firm Yield values will be presented as annual, seasonal, and monthly firm yield values for the purposes of assessing not only annual water supply shortages, but also aid in developing strategic reservoir and water supply operational strategies aimed at addressing known water supply shortages that have occurred in the past during winter months. This range will bracket Firm Yield values with a model-generated value on the lower end that incorporates projected climate conditions at planning horizons of 30 years and 50 years and actual water rights on the upper end. Intermediate values will also be included based on the previous Firm Yield analysis for comparison. The project team will utilize the SimCLIM model, a proprietary climate model, to develop the appropriate range of yield conditions based on projections for average annual precipitation and temperature conditions at the planning horizons. The results of the SimCLIM model will be used with the range of plausible yields for each separate potential supply source to generate hydrologic supply scenarios. Each scenario is comprised of a projected time series of monthly data over the planning period that reflect seasonal variation in physical availability and water rights limitations, and projected trends due to changing climate conditions or other anticipated impacts over 30- or 50-year horizons. The supply scenarios will be used in subsequent tasks to compare to projected demands and evaluate alternatives. Assumptions/Clarifications: • The 1991 MSE-HKM study, 1997 Water System Master Plan,and 2005 Water System Master Plan provide the basis for developing the range of yield projections. • Adjustments to the data from the above noted studies will be based only on known information that is readily available as a result of discussions and review of water rights restrictions and operational data collected at the Lyman Creek Reservoir since improvements have been completed to achieve increased rates of withdrawal from the Lyman Creek source. • Use of the SimCLIM model relies on results of global circulation model (GCM) studies performed by others. • SimCLIM is a proprietary model used to collate, sort, and downscale model results data to specific geographic areas. SimCLIM remains the sole property of CLIMsystems and/or CH2M HILL. No authorized use or transfer of ownership of these tools to AE2S or City of Bozeman is included as part of this agreement. Deliverables: • A brief written description(3-5 pages)of the yield range development process, including recommendations for enhancements or improvements to the MSE-HKM study. The description will be incorporated into the final report in Task 10;therefore,only a draft submittal will be issued as part of this task. TASK 6 CHARACTERIZE WATER USE PATTERNS To accomplish Task 6,the following is proposed: 15 • Complete a review of past water use information to set a baseline of water use patterns for planning purposes. • Project water use patterns forward in a series of 5 gpcd increments in reduction. Consideration for various water use categories (i.e. residential/multi-family/commercial/large users) adapting at different rates, or achieving different levels of possible reductions in use over time will be considered. • Working with City Staff to create a layer in the City's GIS that holds water metering information from water meters at service connections. • Develop reports generated from data in the City's GIS water metering information, Supervisory Control and Data Acquisition (SCADA) system, and Excel spreadsheets that summarize water usage information based on seasonal conditions (winter/summer water use), monthly rates, user class (i.e. zoning or a pre- defined class based on a combination of land use classifications), and meter size. These reports would serve as the basis of Future Water Conservation Planning for the City of Bozeman. 0 • Reports will calculate averages,peaking factors,and changes in water use patterns over time. • Reports will include graphical representations of data over time. Assumptions/Clarifications: • The City GIS department will complete the integration of the water meter data into the GIS. The integration process will be such that when the metering database is updated with new or removed meters, the GIS shall automatically be updated. Furthermore, as the metering system for the City is updated to incorporate automatic meter reading technologies,the GIS should be capable of being updated accordingly. • AMS will develop a series of reports based on characterizing overall water use for the City of Bozeman. • AE2S will present these reports to City Staff for comment and feedback and finalize the reports according to preferred format and information. • Reports that divide the overall water use into user class categories will be based on pre-defined boundaries. • Reports will be developed based on a series of parameters that can be entered with each report run based on date range, database field of interest (i.e. overall water use, water use by user class, SCADA system flow metering information, and historical population tables), reporting units (gpcd,acre-feet,gallons,miners-inch). Deliverables: • The deliverables from this task will include: • A technical overview of the baseline water use characterization pattern that will be used for planning purposes in this project. • A possible scenario for potential reductions in water use based on user class. • A SQL Report Services platform for developing reports based on metering data held in the City GIS system, SCADA data collected by the water and wastewater utilities, and population tables. The reports developed will be limited to the overall system water use characteristics. Any reports desired for subgroups or subareas of the system are beyond the scope of this project. TASK 7 WATER DEMAND MODEL Using the water use characterization (TASK 6) and population projections, future demand scenarios will be developed. These scenarios will be comprised of monthly time series data to cover a range of water use possibilities and growth possibilities over 30- and 50-year planning horizons (annual water use averages will be targeted from 100 gpcd to 170 gpcd and a range of populations from the current population through a reasonable growth rate over a 50-year period to be approved by City Staff and Commissioners for use in the project will be evaluated). Water use patterns will be adjusted according to reasonable incremental adjustments of 5 gpcd and population will be adjusted according to reasonable incremental adjustments of 5,000 people to account seasonal water use patterns, changes in per capita water usage overtime, drought response, as appropriate, and anticipated continued growth of the community, respectively. The current population will be based on 2010 Census data. The upper end of the growth possibilities will be determined by applying various growth rates over the 30-year and 50-year periods, 16 presenting this information to City Staff and Commissioners, and establishing target values. By considering a range of possibilities instead of completing an extensive population projections study, the upper end can bracket the high growth scenarios,but Iow and moderate growth scenarios can be quickly referenced as well. The water demand model will involve comparing the future demand scenarios to future supply scenarios as developed through the Firm Yield Analysis(TASK 5). The information will be combined into a sensitivity analysis. The sensitivity analysis will include a matrix of populations versus water demands, sorted by achievable water supply levels. The information will be presented to the TAC (TASK 9)to determine a range of reasonable planning conditions and eliminate unreasonable planning conditions for future consideration. These planning conditions will form the basis of developing alternatives and anticipating strategic targeted conditions for implementing various steps to develop increased water supplies as part of a portfolio of water supply solutions. Deliverables: • The deliverables from this task will include a water demand/supply sensitivity matrix: o This matrix will be developed in an Excel spreadsheet. It will not be time sensitive, but offer planning scenarios based on achieving a specific, incremental populations, varied targets of water use, and be color coded to reflect incremental supply conditions. Graphical displays will also be provided. It will serve as the primary decision making tool that will allow the City, via the TAC (TASK 9) to gauge timing and implementation of future water supply and demand projects. The matrix will also serve as a useful reference in fixture years as it will bracket the wide range of possible water use/growth/water supply scenarios that could be experience through planning horizons of 30- and 50-years. Using the matrix, the City can quickly adjust planning decisions due to actual changes in population, water use,and water supply,instead of predicted values. TASK 8 ALTERNATIVES EVALUATION The TAC (TASK 9) will be requested to work with City Staff and the Project Team to develop a list of alternatives falling into four primary categories: • Water Conservation(TASK 4), • Water Use Management, System Efficiency, and Purchase/Acquisition of New Water Rights • Integrated Utility Planning(Wastewater Reuse and Stormwater Capture) • New Water Supply Development (Importation, Groundwater, Sourdough Creek Dam Construction, Adjacent Drainage/Local Water Resource Development and Alliances). A list of ranking criteria and weighted factors will be presented to the TAC and modified based on feedback from the TAC. Ranking criteria and weighted factors will be applied, and with TAC input, alternatives will be eliminated from further consideration or carried forward for development of high altitude cost estimates. With ranking criteria defined and cost estimates complete, a modelling tool referred to as VoyageTM will be used to evaluate and compare the range of supply (TASK 5), demand (TASK 7), and service (alternatives screened for further analyses in TASK 8) conditions. The system model will be used to evaluate relative benefits of possible water resource management scenarios. The system model will provide dynamic simulation, at monthly time steps, to describe supply and demand relationships and seasonal variation. Demands for water uses will be defined by volume, rate and quality and supplied by a portfolio of potential sources that follow into a combination of the above noted alternative categories. Specific tasks include: • Development of a list of alternatives to be presented to a TAC (TASK 9) for consideration as viable solutions for consideration. • Development of alternatives evaluation criteria (performance and risk assessment criteria) and a scoring system to assist the project team and TAC(TASK 9)in doing a comparative analysis of various alternatives that will serve as base criteria for Voyage modelling. 17 • Preparation of system diagrams that characterize the essential interactions between water management elements. Develop a simulation model that captures the interactions and provides analysis results demonstrating the supply and demand relationships under established scenarios. • Development of alternatives,alternative capital costs(planning level)and conceptual unit delivery costs for selected alternatives. • Review evaluation criteria and refine as needed to reflect those items that establish how decisions will be made for best alternative strategies to water resource management. For example, onsite supply must meet demand in average and wet years, or built infrastructure capital and operating costs must be equal or less than an imported water solution. These performance criteria will be used to compare alternatives. • Use the decision support model to perform water balance calculations to evaluate performance criteria for developed alternatives. Provide quantitative ranking of alternatives based on weighted evaluation criteria. • Identify key assumptions that heavily influence the results of the analysis. Develop reasonable ranges of values for the key assumptions and use the decision support model to evaluate how changes in key assumptions may change the ranking of alternatives. • Conduct a final TAC meeting (TASK 9) to summarize the outcome of the Modelling effort, including the most beneficial portfolio (or portfolios if more than one merit additional evaluation) of water supply alternatives to pursue moving forward. Assumptions/Clarifications: The decision model is a high-level tool to assist with prioritizing water resource strategies. Detailed evaluation of engineering constraints and cost estimates of implementation are not included in this scope, except as noted in other tasks. CH2M HILL, as a member of the project team,may elect to use certain proprietary tools(specifically Voyage TM)to develop the decision support model. These tools remain the sole property of CH2M HILL. No authorized use or transfer of ownership of these tools, is included as part of this agreement, which supersedes any general service agreement language. A limited license may be negotiated separately for use of VoyageTM under agreed conditions. The cost of the license depends on what use is being requested, but typically is nominal($1.00)to retain commercial rights. An example of a license agreement can be provided at the request of the City of Bozeman. It should be noted that the model proposed for the City of Bozeman will include system diagrams and an interface for inputs (similar to a spreadsheet). However, for the budget available, our focus will be on developing a functional model and provide results for strategy development. Some portions of the model we are proposing to make it more user-friendly and flexible for changes in the future are not presently proposed. Additionally,the current scope does not include a workshop to train the City to use the model and development of a user manual(which are typical components of the services provided if a license is purchased). If the City wishes to explore licensing and independent use of the tool, additional scope will need to be developed to accommodate this. There may be some efficiencies in having this discussion prior to initiating the modelling portion of the project. Deliverables: • Technical memorandum summarizing development of the water resource decision support system, descriptions of each of the feasible water resource management scenarios, methodology and outcomes of the multi-criteria assessment. TASK 9 TECHNICAL ADVISORY COMMITTEE The following TAC meetings are proposed: 1) Introduction to the Project,Project Team,and discussion of Water Conservation PIanning: a. Length,3 hrs. 18 b. Timeframe, May 2012. c. Attendees, two AE2S staff in person, one AE2S Staff on video conference, and one C142M HILL staff on video conference. 2) Ranking Criteria and Alternatives Development a. Length,4 hrs. b. Timeframe,June 2012. c. Attendees, two AE2S Staff in person, one AE2S staff on video conference, and one CH2M HILL staff in person. 3) Overview of Modeling Effort,Cost Estimates,and Results a. Length,4 hrs. b. Timeframe, September 2012. c. Attendees,two AE2S Staff in person, one AE2S staff on video conference, and one CH2M HILL staff in person. All additional correspondence and coordination with the TAC will occur via email and the use of the proposed website (TASK 1) for dissemination of project information, technical documents for review, and receipt and response to comments provided by the TAC. Additional TAC meetings can be coordinated at the request of the City of Bozeman. All additional TAC meetings will be considered Additional Services. Deliverables: • Meeting Minutes from the three(3)TAC Meetings • Table summarizing Project Team responses to TAC review comments TASK 10 IWRP REPORT An IWRP Report will be completed that will compile the deliverables as proposed throughout Tasks 1 to 9, including relative supporting documentation in a concise and succinct manner. Supporting documentation will be provided electronically, with a summarized discussion of each task deliverable. An emphasis on graphical and tabular summation will be utilized to provide a useful, quick reference document that can serve both City Decision Makers and City Staff alike. The IWRP report will be organized in such a manner that various Water Supply Portfolio approaches can serve as stand-alone public information material and be quickly updated through the use of the various planning tools that will be provided as part of this IWRP. An electronic draft of this document will be disseminated to City Staff, the City Commission, and the TAC in December of 2012 for review and comment. •one-month comment period will be provided and revisions will follow. • final presentation of the IWRP and deliverable of the final IWRP report will be provided at a City Commission meeting in March of 2013. Assumptions/Clarifications; • Much of the original material, including figures, if any, are assumed to have been developed as part of documentation listed in previous tasks other than formatting and minor editing. • Draft copies of the IWRP will be delivered electronically in a timeframe that will allow for review by interested stakeholders. • Three final hardeopies and one final electronic copy will be delivered to the City of Bozeman.. • A presentation will be provided at the City Commission meeting by one AE2S staff. Additional members of the project team will be made available for questions or comments,as appropriate. 19 Deliverables: • Compilation of documents from previous tasks, formatted to IWRP Report template and outline,revised per one consolidated set of review comments from draft document submittal. 20 EXHIBIT B REIMBURSABLE EXPENSE RATES Transportation $0.65/mile Survey Vehicle $0.70/mile Photocopies 8'l2"xI 1" $0.10/copy Plots-Color Bond $1.25/s.f. Plots-Monochrome Bond/Vellum $0.75/s.£ Plots-Film/Photo High Gloss $2.00/s.f Digital Imaging $l 0.00/day Laser Printouts 8'/Z"xl I" $0.20/page Color Laser Printouts/Copies 8'/z"x11" $0.68/page Fax $0.40/page Projector $25.00/hour Total Station $10.00/hour Total Station-Robotic $35.0O/hour Pro-XR GPS $15.00/hour Fast Static/RTK GPS $50.00/hour 31)Laser Scanner $100.00/hour Survey Monument $3.00/each Fence Posts $6.00/each Survey Lath $I8.00/bundle Survey Stakes $10.00/bundle All Terrain Vehicle/Boat $100.00/day Hydrant Pressure Recorders $10.00/day Telemetry Radio $50.00/site Pressure Recorder $5.00/day Pump Station Monitor $24.00/day Area Velocity Module $30.00/day Main Gauge $12.00/day In-house Lodging $125.00/day Outside Services* cost*1.15 Out of Pocket Expenses" cost*1.15 Rental Car cost*1.20 * Includes laboratory testing, architectural and engineering consultants,surveying,etc. ** Includes toll telephone, shipping, postage, subsistence,technical literature,equipment rental,etc. These rates are subject to adjustment each year on January 1. 21