SAMPLE Environmental-AE Billing Rate (Rev11-25) R1.pdf

-1-

ENVIRONMENTAL ENGINEERING/

REMEDIAL DESIGN SERVICES

(BILLABLE RATE)

R 11/25

STATE OF MICHIGAN

DEPARTMENT OF TECHNOLOGY, MANAGEMENT AND BUDGET

This contract authorizes the professional services contractor to provide professional services.

(Authority: 1984 PA 431)

CONTRACT FOR PROFESSIONAL SERVICES: Billing Rate – Not to Exceed

THIS CONTRACT, authorized this DATE Day of MONTH in the year two-thousand and twenty - YEAR (20XX), by the Director, Department of Technology, Management and Budget, BETWEEN the STATE OF MICHIGAN acting through the STATE FACILITIES ADMINISTRATION , DESIGN AND CONSTRUCTION DIVISION of the DEPARTMENT OF TECHNOLOGY, MANAGEMENT AND BUDGET, 3111 W. St. Joseph Street, Lansing, Michigan, 48917, hereinafter called the Department, and

PSC NAME

ADDRESS

CITY, STATE ZIP

the Prime Professional Services Contractor, hereinafter called the Professional, WHEREAS the Department proposes securing professional services FOR THE FOLLOWING

PROJECT:

Project Name and Description

File No. xxx/xxxxx.ABC Contract Order No. Y NO ContractOrder $000,000.00

(Phases )

Contract End Date:

NOW THEREFORE, the Department and the Professional in consideration of the covenants of this Contract agree as follows:

I. The Professional shall provide the professional services for the Project in the study, design and construction administration, Phase and Task sequence provided in this Professional Services Contract and to the extent authorized by the Department of Technology, Management and Budget State Facilities Administration (SFA), Design and Construction Division (DCD) [The Department] and be solely responsible for such professional services.

*SPECIALIST TO CONSULT PROJECT DIRECTOR: REVIEW THE PROVISION BELOW

AND DELETE IF CONSTRUCTION MECHANICS WILL BE UTILIZED UNDER THE

SAMPLE

-2-

PROFESSIONAL’S CONTRACT AND ATTACH THE APPLICABLE PREVAILING

WAGE SCHEDULES TO APPENDIX 9.

This contract does not intend to require the Professional firm as part of its services to utilize construction mechanics as defined in MCL 408.1101, which are subject to prevailing wages for State project work pursuant to 2023 PA 10, as amended, MCL 408.1101 et seq. If during the term of this contract, the Professional firm determines that any work needs to be performed by a construction mechanic on a State project, the Professional firm must request a current prevailing wage determination from the Project Director which will then be issued as a no cost contract modification and such services will be invoiced or subcontracted as specified in the prevailing wage determination.

Any State project work performed by a construction mechanic subject to prevailing wages pursuant to 2023 PA 10, as amended, MCL 408.1101 et seq., must be invoiced or subcontracted as specified in Appendix 9 – Prevailing Wages.

The Professional’s services shall be performed in strict accordance with this Contract and be following the Project / Program Statement.

II. The State of Michigan shall compensate the Professional for providing their professional services for the Project in accordance with the conditions of this Professional Services Contract.

IN WITNESS, WHEREOF, each of the parties has caused this Professional Services Contract to be executed in blue pen and ink by its duly authorized representatives on the dates shown beside their respective signatures, with the Contract to be effective upon the date on which the Professional received a copy executed by the authorized State of Michigan representative(s) by electronic mail.

FOR THE PROFESSIONAL:

Firm Name SIGMA Vendor Number

Signature Date

Title

FOR THE STATE OF MICHIGAN:

Director, DTMB, SFA, Design & Construction Date

-3-

WHEREAS this Professional Services Contract constitutes the entire agreement as to the Project between the parties, any Contract Modification of this Contract and the Department’s approved and attached Project / Program Statement scope of work requirements must be in writing, signed by duly authorized representatives of the parties, and shall be in such format and detail as the State may require. No Contract Modification may be entered into to compensate the Professional for correcting, or for responding to claims or litigation for, the Professional firm’s final design Contract Documents / architectural and engineering design errors, omissions, or neglect on the part of the Professional.

ARTICLE I

PROFESSIONAL SERVICES SCOPE OF WORK

The Professional shall provide, without exception, every professional, scientific, technical, and environmental discipline, staff, and support personnel, along with all supplies, equipment and testing apparatus, and all other specialized personnel, services necessary to achieve the Project scope of work as described in the attached Appendix 1 - Project / Program Statement, in the best interest of the State, and be within the Professional’s fee(s) herein authorized by the State.

Project services shall comprise, without exception, every professional discipline and expertise necessary to meet all the requirements as described in the Project / Program Statement and be in accordance with the industry-accepted standard requisites for professional practice and services. The Professional’s services include attendance at all Project related meetings and conferences. Professional services for this Project shall be provided in the Phase / Task sequence shown below and shall be rendered in accordance with the Professional’s attached Project Study, Design, and Proposed Construction Schedule. The Professional’s study, design, and proposed construction schedule shall be detailed, undated, and time sequence related for all Phase / Task services appropriate for the Project. The Professional shall field-check and verify the accuracy of all drawings and any data furnished by the Department, the State / Client Agency or any other Project related source. The Professional is ineligible to bid on the construction work of any Bidding Documents produced under this Contract. The Professional shall not employ or consult with any firms in completing the Professional’s obligations herein who it anticipates will be a construction Bidder or supplier for the Project or any part thereof, unless specifically authorized, in writing, by the Department. The Professional acknowledges that the Department is the first interpreter of the Professional firm’s performance under this Contract.

The Professional acknowledges by signing this Professional Services Contract, having a clear understanding of the requested Project and of the professional study, design, and construction administration services required by the Department to provide it, and further agrees that the terms and conditions of this Professional Services Contract provide adequate professional fee(s) for the Professional to provide the requested Project.

No increase in fee to the Professional will be allowed unless there is a material change made to the Project as described in the attached Project / Program Statement and the change in scope to the Project / Program Statement is accepted and approved in writing, by the Department, Project Director, and the Professional. Professional services shall not be performed, and no Project expenses shall be incurred prior to the issuance of a written and signed Professional Services Contract and a Contract Order authorizing the Professional firm to start the Project work on-site.

Compensation for Department directed changes to the Project or modifications to the Project work will be provided to the Professional by a Contract Modification and / or Contract Change Order signed by the Department and the Professional.

The Professional shall reference current State of Michigan, federal statutes, and current administrative rules when implementing response activities or corrective actions at the sites with

-4-environmental contamination to comply with the current requirements of the Department of Natural Resources Environmental Protection Act (NREPA), 1994 PA 451, as amended.

Soil Erosion and Sedimentation Control in the State of Michigan is regulated under the 1994 Public Act 451, as amended – The Natural Resources Environmental Protection Act, Part 91 – Soil Erosion and Sedimentation Control. Soil Erosion and Sedimentation Control associated with this Contract will be monitored and enforced by the Department.

The Professional shall reference current operational memoranda including the Tier 1 Risk-Based Screening Levels (RBLSs) look-up tables, the current edition of the American Society for Testing and Materials (ASTM), Standard Guide for Risk-Based Corrective Action (RBCA), E1739-95 including the policy decisions made to customize the standard Guide for Risk-Based Corrective Action process into a State of Michigan specific process and the General Guidance for Evaluating and Characterizing Petroleum Releases documents issued by the Department of Environmental Quality as needed to assist in implementing the corrective action activities undertaken under Part 213 of the 1994 PA 451, as amended.

For sites with activities undertaken under Part 201 of the 1994 PA 451, as amended, the Professional is required to refer to the operational memoranda including Part 201 Generic Clean-up and Screening Levels and the Training Material issued by the Department of Environment Quality, as needed to determine whether a remedial plan/response activity complies with the requirements of Part 201 of the 1994 PA 451, as amended.

The Professional shall immediately inform the Department whenever it is indicated that the Professional firm’s authorized Project not-to-exceed Budget cost may be exceeded. The Professional shall make recommendations to the Department for revisions to the Project to bring the Project Cost back to the Professional firm’s original authorized Budget amount. Any revision to the Project must be accepted and approved by the Department in writing.

The professional services may also include participation in legislative presentations as described in the “Major Project Design Manual for Professional Services Contractors and State/Client Agencies” and as the legislature or the Department may prescribe.

No substitution of any “Key Principal Personnel / Employee” essential for the successful completion of the Project and identified in the Professional’s attached Project Organizational Chart will be allowed by the Professional for this Contract without the prior written consent from the Project Director. Before any “Key Principal Personnel / Employee” substitution takes place, the Professional shall submit a written request to the Project Director, and this substitution request shall include the following information: (1) A request in writing for a No Cost Contract Modification;

(2) Detailed written justification for this substitution; (3) The Professional’s qualifications of any proposed “Key Principal Personnel / Employee” replacement; and (4) A written statement from the Professional assuring the Department that the Project scope of work will not be adversely affected by this substitution. This request to modify their Professional Services Contract must be accepted and approved in writing by the Project Director and the Director of the Department.

The Department will designate an individual to serve as the Project Director for the Project scope of work who shall be fully acquainted with the Project / Program Statement and have the authority to render Project decisions and furnish information promptly.

Except in connection with issues under the Article XII -Contract Claims and Disputes text, the Project Director will exercise general management and administration for the Professional’s services in so far as they affect the interest of the State. The Professional shall indemnify, defend, -5-and hold harmless the State against exposure to claims arising from delays, negligence, or delinquencies by the Professional for the professional services of this Contract.

During the study, design and construction Phase administration of this Project, the Professional shall be required to complete and submit the on-site inspection record form document titled “DTMB-0452, The Professional Firm’s Inspection Record” for all on-site Inspection visits to the Project site. The Professional Firm’s Inspection Record document shall be completed and signed by the Professional and compiled monthly with the original form document sent to the Project Director and copies sent to the State / Client Agency and Construction Contractor. The Professional’s Inspection Record shall be completed and accompany the Professional firm’s monthly submitted payment request.

The “DTMB-0460, Project Procedures” documents package containing Department forms for use during construction administration shall be used by the Professional in the administration of this Contract.

All Project professional services will be consistent with the Department’s current "Major Project Design Manual for Professional Services Contractors and State/Client Agencies" unless otherwise approved in writing by the Department.

The professional services required for each Phase of this Contract shall be performed by the Prime Professional and their Consultants in accordance with service descriptions in this article.

The following service descriptions outlined in this Contract represents the Department’s standard of care method for describing the Professional’s responsibilities for providing the professional services of this Contract, but by inclusion, or omission, do not limit or exclude any regular or normal professional services necessary to accomplish the Project, in full compliance with all applicable safety and health regulations and be in accordance with the approved Project Budget and the best industries accepted requisites for professional practice, occupational safety, and health standards.

However, all the services outlined in this Contract may or may not be applicable to the Project / Program Statement and will require the Professional to identify only the services that are applicable for the Project at hand. The Professional shall determine and coordinate the interface of the services required for the Project and be responsible for identifying any additional services necessary to successfully complete the Project.

Should litigation occur because of this Project, only if through no fault of the Professional, the Professional firm shall be compensated by the Department on an actual hourly billing rate basis at the rate set forth in this Contract by a Contract Modification and / or Contract Change Order, if required to assist the Department of Attorney General, State Affairs Division in providing the professional services necessary during litigation.

The following professional services, if they become necessary and essential for completing the Project, will be individually rendered by the Professional, only upon specific written authorization by the Department and the Project Director to the Professional and for the purpose, and to the extent so authorized.

LITIGATION: The Professional shall provide all information, presentations, depositions, testimony as “expert witness”, and similar or related services, on behalf of the Department, as may be required in relation to the professional services of the study, design, and construction of this Project.

-6-

ACCOUNTING: The Professional shall provide all specialized categorizations and distributions of the costs of study, design and construction services, construction costs, and operational costs, as may be required according to specified parameters.

PUBLIC AWARENESS: The Professional shall provide all design and construction related services to assist in and make presentations of the professional services of the study, design, construction, and operational aspects of the Projects as may be required for public meetings, hearings, and similar informational activities.

The professional shall execute the following PHASES upon written authorization from the Project Director.

PHASE 100 - ENVIRONMENTAL INVESTIGATION/STUDY SERVICES

Provide complete and comprehensive Environmental Investigation / Study Deliverables to meet the requirements of the Project / Program Statement. Upon completion of all field investigation, assessment, research, review and / or oversight, prepare a complete report with an executive summary, and in such detail, as the Project Director may prescribe.

The services under this phase may include but not be limited to coordination, environmental assessments, drilling, field sampling/oversight, data/document review/management, feasibility study, and reporting as described in the Project/Program Statement. Project reports must be in accordance with Department / Client / Agency requirements and as outlined in the Project/Program Statement but shall include, as a minimum and as appropriate, the following items: (1) Problem; (2) Conclusion; (3) Recommendations; and (4) Discussion, details, and documentation.

PHASE 300 - SCHEMATIC DESIGN

Prepare Schematic Design Deliverables consistent with the Project/Program Statement. The deliverables shall consist of conceptual remediation system, drawings, outline specifications, a Schematic Construction Cost Estimate, other related documentation, and shall diagrammatically depict the areas, scales, and relationships of the functions. The services under this phase may include but not be limited to coordination, construction codes and design reviews, civil/site staging investigation, schematic design, and utilities review, drafting, and project cost / proposed construction schedule, as required by the Department / Client / Agency and as outlined in the Project/Program Statement. Acceptance of the Schematic Design by the Department / Client / Agency does not limit subsequent inclusion of minor, but essential, schematic or design details whose necessity and arrangement may best become apparent during subsequent Phases of the Project design. Revise design as necessary and obtain approval from the Department/Client / Agency.

PHASE 400 - DESIGN DEVELOPMENT

Prepare Design Development Deliverables based on the Owner-accepted Schematic Design to depict the intent of the designed remediation system(s). The deliverables shall consist of draft drawings and specifications, Construction Cost Estimates, and other related documentation to clearly establish the complete basis for further detail into final design drawings / specifications.

The deliverables shall further define the Project by fixing and describing the Project size, character, site relationships, and other appropriate elements including the environmental, civil, structural, architectural, mechanical, electrical, and safety systems.

-7-

The services under this phase may include but not be limited to coordination, draft drawings/specifications, site specific staging investigation, structural calculations, and preliminary environmental/architectural/engineering design development / reviews of drawings / specifications, as required by the Department / Client / Agency and as outlined in the Project / Program Statement.

PHASE 500 - CONSTRUCTION DOCUMENTS AND BIDDING DOCUMENTS

Prepare construction documents that revise, refine, amplify, and depict, in detail, the project. The documents shall set forth, in detail, quality levels of and requirements for the construction, and shall consist of final drawings / specifications that comply with applicable regulatory and construction code requirements, enacted at the time of completion of the one hundred percent (100%) construction documents. Prepare bidding documents in Phases / Bid Packages appropriate to the project requirements and funding. Incorporate the current edition of the DTMB “MICHSPEC”, “DCSPEC” or “50KSPEC”, as adopted and modified by the State of Michigan. The construction documents shall contain all information necessary to bid and construct the project.

The services under this phase may include but not be limited to coordination, final drawings / specifications and bidding documents, civil / site staging design, final structural calculations, final environmental / architectural / engineering design development / reviews of drawings / specifications, construction testing program, hazardous materials, health and safety risks, final design correction procedures, design and construction budget, construction codes / permits and construction schedule, as required by the Department / Client / Agency and as outlined in the Project / Program Statement.

PHASE 600 - CONSTRUCTION ADMINISTRATION - OFFICE SERVICES

Provide all required construction oversight administration and timely professional review and administrative services, as the circumstances of the construction may require, allowing the successful review / implementation of the construction documents into a completed remedial actions / abatement measures and / or for the use intended by the Department / Client / Agency. The services under this phase may include but not be limited to coordination, review and approval of shop drawings and submittals, reporting of construction progress, construction quality testing, construction contractor performance review, punch list procedures, claims, establishing close-out procedures and developing / review of as-built documents, as required by the Department / Client / Agency requirements, and as outlined in the Project / Program Statement.

PHASE 700 - CONSTRUCTION ADMINISTRATION - FIELD SERVICES

Provide all required Construction Oversight and Field Services, including timely inspection and professional services, as the circumstances of the construction may require, allowing the successful review / implementation of the construction documents into a completed remedial action / abatement measure and / or for the use intended by the Department / Client / Agency. The services under this phase may include but not be limited to coordination, field inspections, progress meetings and final project inspection, as required by the Department / Client / Agency requirements and as outlined in the Project / Program Statement.

PHASE 900 – OPERATION AND MAINTENANCE SERVICES – REMEDIATION FACILITY

Provide all required Operation and Maintenance (O & M) Services and perform, in a safe and secure environment, all functions, including timely inspection, sampling and professional services, necessary to maintain uninterrupted, effective, and efficient facility / system components for the

-8-use intended by the Department / Client / Agency. The services under this phase may include but not be limited to coordination, general system operation / inspections, routine system / building / ground maintenance, sampling, spare replacement parts, consumable supplies, utilities, waste materials removal / treatment / disposal, non-routine emergency services, progress meetings and reporting, as required by the Department / Client / Agency requirements and as outlined in the Project / Program Statement.

ARTICLE II

COMPENSATION

In consideration of the performance of this Contract, the Department agrees to pay the Professional, as compensation for professional services, an hourly billing rate for each employee providing a direct service to this Project, on a not-to-exceed basis as specified herein, subject to subsequent modification mutually agreeable to the parties hereto; provided, however, the Professional may not incur costs, or bill the Department, for professional services in excess of the estimates established for this Project without the prior written agreement of the Department. The attached proposal prepared by the Professional in response to the Request for Proposal, by the Owner, may describe methodology, services, schedule, and other aspects of the work to be performed under the Contract but does not supersede the Contract.

Compensation to the Professional shall be on an hourly billing rate basis for professional services rendered by salaried and non-salaried professional, technical, and technical support employees, except for any authorized reimbursable expenses provided for in this Contract. Total compensation for any Phase shall not exceed the amount authorized for that Phase, unless authorized in writing by the Department’s approved Contract Change Order. Professional services shall not be performed, and no Project expense shall be incurred by the Professional firm prior to the issuance of a written and signed Professional Services Contract and a DTMB Form 0402 - Contract Order by the Department to the Professional, authorizing the Professional to start the Project.

Compensation to the Professional for services and authorized technical and technical support employees performing a direct service for this Project shall be determined using the Professional firm’s billing rates. The Professional firm’s hourly billing rate cost shall be the direct payroll amount for the employee services on the Project including, but not limited to, any fringe benefits, vacations, sick leave, other indirect costs, and profit. Such costs and the Professional firm’s hourly billing rates shall not change during the life of this Contract without written approval by the Department.

The Professional firm’s hourly billing rates may also include: (1) All consumables used by the Professional or the Professional firm’s Consultants for collection of samples to be tested and analyzed by others; and (2) The costs of owning, operating, maintaining, insuring, and replacing all direct reading/measuring and testing instruments designed for on-site field Inspection and testing work, along with their computer or data recorders, as the Professional may use for on-site field Inspections, investigations, measuring, sampling, or testing services See attached Appendix for the guide to overhead items allowed for the professional services contractor firm’s hourly billing rate calculation. Reimbursement for the Project / Program Statement scope of work requirements will be provided only for Department approved items authorized for reimbursement compensation in this Contract.

Compensation is approved and authorized by the Department on a per test basis for laboratory services by Professional firm(s) identified and listed in this Contract to: (1) Test and analyze samples collected by their technical employees; and (2) The Professional firm’s per test costs shall be recognized by the Department to include all consumables necessary to prepare and

-9-secure the respective sample(s) and to conduct the required analytical testing procedures thereon.

The preparation of Bulletins and Contract Change Orders resulting from increases in the Project scope of work or previously unknown on-site field conditions will be compensated to the Professional firm, as approved by the Department on an hourly billing rate basis in accordance with this article. This compensation shall not exceed seven and one-half percent (7.5%) of the Construction Contractor's quotation for the Bulletin or Contract Change Order or an amount mutually agreed upon by the Professional and the Project Director.

The Professional shall provide, at no additional compensation, professional services necessary to respond to and resolve all Construction Contractor design related claims arising wholly or in part from the Professional’s Contract Documents errors or omissions or other aspects of the Project’s design or the Professional’s performance which are inconsistent with the Professional or Construction Contract.

Reproduction costs for the Professional firm’s interpretations, study/design clarifications, and Bulletins necessary to achieve the Contract scope of work final design requirements is not allowable for reimbursement and shall be accounted as part of the Professional firm’s lump sum fee of this Contract.

2.1 PREMIUM TIME/OVERTIME: This Contract anticipates that no premium or overtime is required to achieve the Project’s scope of work. No compensation will be allowed to the Professional for any premium or overtime cost incurred to achieve the Project schedule of this Contract, unless directing in writing by the Project Director.

2.2 EMPLOYEE HOURLY BILLING RATES: Hourly billing rates will include all direct and indirect monetary costs to the State for the Professional's services under this Contract other than the authorized and approved reimbursements. Hourly billing rates shall be based on the Professional’s documented historical operating expenses and adjusted for Project specific costs. In no case shall this documentation period include more than eighteen (18) months prior to the date of award of this Contract. The Professional may not provide different hourly billing rates for the same individual for different Phases.

No lump-sum subcontracts for the professional services of any employee may be billed against this Contract. Any employee associated with this Project who performs the professional services of a subordinate or of a position classification having a lower classification/pay range shall be accounted and paid for at the lower hourly billing pay rate.

The hourly billing rate charge of any employee may be changed by the Professional with a written and Department approved Contract Modification during the life of this Contract to account for normal personnel pay increases.

Hourly billing rates include but are not limited to: Overhead items such as employee fringe benefits, vacations, sick leave, insurance, taxes, pension funds, retirement plans, meals, lodging, computer costs/operating costs and time, telephone, telephone-related services, and all reproduction services (except Contract Bidding Documents).

The hourly billing rate also includes all reproduction costs for design interpretations, study/design clarifications and Bulletins related to design errors or omissions, construction code compliance (precipitating either from design code compliance and plan review, design interpretations, or construction on-site/field Inspections), and all similar, or avoidable costs shall be accounted as part of the Professional’s calculated hourly billing

-10-rate. All incidental postage, mail, or other shipping or delivery services, acquisition, bad debts, previous business losses, employment fees, depreciation, and operating costs for equipment, including computer design and / or computer drafting systems, and any specialized testing equipment are to be included.

The hourly billing rate shall include, without exception, secretarial, computer/typing/word processing, editing, and clerical services utilized in any way for the Project as well as other non-technical and / or overhead employees. The hourly billing rate also includes all profit without regard to its form or distribution.

Items not allowable as part of the Professional’s calculated hourly billing rate include but are not limited to: Any costs associated with litigation and settlements for the Professional, or other liability suits, out-of-state offices, and associated travel, bonuses, profit sharing, premium/overtime costs, public relations, entertainment, business promotion, contributions, and various speculative allowances.

The hourly billing rate for the Professional may not be applied to the work of the Professional’s Consultant's staff. Each Consultant firm must submit a separate hourly billing rate with proper documentation for the Consultant services they will provide as part of the Proposal. The hourly billing rate of the respective Consultant firm shall be used for that Consultant firm's personnel only. No mark-up to consultant firm’s charges will be allowed.

2.3 RANGE OF EMPLOYEE HOURLY BILLING RATES: The Professional shall identify the service being provided and include the Professional’s or Consultant’s employee(s) full names and position classifications for the Project and their current hourly billing rates at the beginning and at the anticipated end of the Project. This hourly billing rate range shall reflect any anticipated pay increases over the life of the Contract. The range of hourly billing rates for any employee position or classification may not be changed without an approved Contract Modification.

2.4 DIRECT COST REIMBURSEMENT ITEMS: The Professional’s Consultant services, and authorized reimbursable expenses shall be treated as an authorized reimbursable expense item at a direct cost. The Professional shall be responsible for the selection of the supplier of their professional services or materials, the coordination, adequacy, and application of their professional services, whether provided by the Professional’s staff or provided by their Consultant, any Project costs that exceed the Contract per Phase reimbursement Budget.

Project related travel expenses (mileage, meals, lodging) for Projects more than one hundred (100) miles one-way from the Professional’s nearest Michigan office shall be treated as an authorized reimbursable expense at the State of Michigan’s current travel rates.

Unless authorized elsewhere in this Contract, direct cost reimbursement items shall be limited to the actual cost of printing and reproduction of project deliverables such as Final Study Reports, Surveys, Bidding Documents, and U.S. Mail regular shipping postage of the project deliverables listed above.

In addition, direct cost reimbursement items may include soil borings, site surveys and any required laboratory testing, Design Code Compliance and Plan Review Approval Fees by the licensing agency; reproduction of documents for legislative presentation, artistic productions, mobilization of testing equipment, laboratory costs for testing samples, per-

-11-linear-foot cost of soil borings and specialized inspections of the structural, mechanical, electrical, chemical or other essential components of the Project.

Compensation for this Contract shall not exceed the amounts per Project Phase shown in the attached Contract Order unless authorized by a Department approved Contract Modification. It shall be the Professional’s responsibility to carefully monitor their and their Consultant firms Project costs, activities, and progress and to give the Project Director timely notification of any justifiable need to increase the authorized fee. The Professional may not proceed with professional services that have not been authorized by the Project Director and shall immediately notify the Project Director if such services have been requested or have become necessary.

Identification of Professional and Consultant staff, hourly billable rates, and an itemized list per Project Phase of authorized direct cost reimbursement items are identified in the attached Professional’s proposal.

2.5 Prevailing Wages and Access to Payroll Records: To the extent applicable, the

Professional will comply with federal and state prevailing wage requirements. The wage and classification schedules applicable for this project/location are included in Appendix 9.

Federal Prevailing Wages - If a project is funded in whole or in part by federal dollars, the Professional and all subcontractors must comply with the most recent version of Federal Provisions Addendum and all Laws pertaining to occupational classifications and wage requirements as follows:

1. FEDERAL PROVISIONS ADDENDUM

a. The most current version of Federal Provisions Addendum shall apply to this contract and is included in Appendix 9.

2. DAVIS BACON ACT WAGE AND CLASSIFICATIONS

a. If applicable, the Professional (and its Subcontractors) for prime construction contracts in excess of $2,000 must comply with the Davis-Bacon Act (40 USC 3141-3148) as supplemented by Department of Labor regulations (29 CFR Part 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”).

b. The Professional (and its Subcontractors) shall pay all mechanics and laborers employed directly on the site of the work, unconditionally and at least once a week, and without subsequent deduction or rebate on any account, the full amounts accrued at time of payment, computed at wage rates not less than those stated in the advertised specifications, regardless of any contractual relationship which may be alleged to exist between the Professional or subcontractor and the laborers and mechanics.

c. The Professional will post the scale of wages to be paid in a prominent and easily accessible place at the site of the work.

d. There may be withheld from the Professional so much of accrued payments as the contracting officer considers necessary to pay to laborers and mechanics employed by the Professional or any Subcontractor on the work the difference

-12-between the rates of wages required by the Contract to be paid laborers and mechanics on the work and the rates of wages received by the laborers and mechanics and not refunded to the Professional or Subcontractors or their agents.

e. The Professional shall maintain payrolls and basic records relating thereto for a period of three (3) years after the project; Professional shall submit Certified Payroll Reports using US Department of Labor Wage and Hour Division Form WH-347 for each weekly payroll to support and document compliance with the Davis Bacon Wage rates.

f. Davis Bacon wage and classification schedules applicable for this project/location are included at the end of this section and/or Appendix 9.

*** Note to the Specialist: The Specialist is to consult with the Project Director to request if Federal Provisions are required and if so, obtain Wage Determinations applicable for the counties in which the Project is located from https://sam.gov/content/wage-determinations. If Federal Provision are not required, request State of Michigan Prevailing Wage Determinations from the Project Director.

State Prevailing Wages - The following provisions apply when 2023 PA 10, as amended, MCL 408.1101 et seq. applies.

Prevailing Wage and Fringe Benefits--The rates of wages and fringe benefits to be paid to each class of Construction Mechanic by Professional and Subcontractors must not be less than the wage and fringe benefit rates prevailing in the locality in which the work is performed.

If it is expected that construction mechanic services will be needed as part of the Contract, the wage and classification schedules applicable for this project/location will be included in Appendix

9 and the Professional will be required to include a copy of its state project registration with the proposal response. During the term of the Contract, the Professional must immediately notify the

Owner if its state project registration or a Subcontractor’s State project registration is no longer valid (i.e. suspended, revoked or not renewed).

Nondiscrimination, Nonretaliation- The Professional or a Subcontractor shall not discharge, discipline, retaliate against, or otherwise discriminate against a Construction Mechanic, or threaten to do any of these things, because the Construction Mechanic reported or was about to report a violation or suspected violation of the act.

Construction Mechanics under this Contract are intended beneficiaries of the contractual prevailing wage, fringe benefit, and nondiscrimination nonretaliation requirements of the Contract. Any such Construction Mechanic aggrieved by failure of a contractor or subcontractor to pay prevailing wages or benefits as specified in the Contract, or by violation of section 7 of 2023 PA 10, in addition to any other remedies provided by law, may bring an action in a court of competent jurisdiction against such contractor or subcontractor for damages or injunctive relief and may be awarded reinstatement or other appropriate relief, and all damages sustained, together with actual costs and attorney fees at trial and on appeal.

The Professional and Subcontractors shall keep posted on the construction site, in a conspicuous place, a copy of all prevailing wage and fringe benefit rates prescribed in this

-13-

Contract and shall keep an accurate record showing the name and occupation of and the actual wages and benefits paid to each Construction Mechanic employed by it in connection with the Contract. This record shall be available for reasonable inspection by the State.

The Professional must immediately notify the Owner if its state project registration or a Subcontractor’s state project registration is no longer valid (i.e. suspended, revoked or not renewed) at any time during the term of the Contract.

The Professional and its Subcontractors shall maintain and keep, in accordance with generally accepted accounting principles, records pertaining to the bidding, award and performance of the Work, including, but not limited to certified payroll, employment records and all data used in estimating the Professional’s prices for the Bid, Change Order, proposal or claim. The Owner or its representative shall have access to those records, shall have the right to interview the Professional’s employees and shall be provided with appropriate facilities for the purpose of inspection, audit/review and copying for five years after final payment, termination, or date of final resolution of any dispute, litigation, audit exception or appeal. The payroll and other employment records of workers assigned to the site shall contain the name and address of each worker, correct wage classification, rate of pay, daily and weekly number of hours worked, deduction made, and actual wages paid. The Professional shall maintain records that show:

1. the anticipated costs or actual costs incurred in providing such benefits.

2. that commitment to provide such benefits is enforceable, and

3. that commitment to provide such benefits is enforceable, and that the plan or program is financially responsible and has been communicated in writing to the workers affected.

ARTICLE III

PAYMENTS

Payment of the professional services fee shall be based on the Professional’s performance of authorized professional service(s) performed prior to the date of each submitted payment request.

Payment requests shall be submitted monthly to the Project Director on a payment request form (DTMB-0440). Payment for each monthly submitted payment request shall be made within thirty

(30) consecutive calendar days following the Department’s approval of the payment request.

Payment requests shall include signed certification by the Professional of the actual percentage of work completed as of the date of invoicing for each Phase and summarize the amounts authorized, earned, previously paid, and currently due for each Project Phase. Payment requests shall be supported by itemized records or documentation in such form and detail as the Department may require. Each of the Professional’s Consultant's submitted payment request applications shall include similar information. This includes, but is not limited to:

a) Phase Numbers for the professional services provided.

b) Professional’s personnel and position/classification providing service and hours worked

c) Current hourly billing rate charges for each individual position/classification.

d) Copy of certified on-site visitation log or site visit report showing time on-site.

e) Itemized invoices from each of the Professional’s Consultant's documenting that firm’s professional services charge and the Project work related services provided.

f) Authorized reimbursable expense items provided with receipts and invoices.

-14-

The State has the right to withhold payment of any disputed amounts until the parties agree as to the validity of the disputed amount. The State will notify the Professional of any dispute within a reasonable time. Payment by the State will not constitute a waiver of any rights as to the Professional’s continuing obligations, including claims for deficiencies or substandard Contract Activities. The Professional’s acceptance of final payment by the State constitutes a waiver of all claims by the Professional against the State for payment under this Contract, other than those claims previously filed in writing on a timely basis and still disputed.

The State will only disburse payments under the Contract through Electronic Funds Transfer (EFT). Contractor must register with the State at http://www.michigan.gov/SIGMAVSS to receive electronic funds transfer payments. If Contractor does not register, the State is not liable for failure to provide payment. Without prejudice to any other right or remedy if may have, the State reserves the right to set off at any time any amount then due and owing to it by Contractor against any amount payable by the State to Contractor under this Contract.

ARTICLE IV

ACCOUNTING

The Professional shall keep current and accurate records of Project costs and expenses, of hourly billing rates, authorized reimbursable expense items, and all other Project related accounting document to support the Professional’s monthly application for payment. Project records shall be kept on a generally recognized accounting basis. Such records shall be available to the Department for a period of three (3) years after the Department’s final payment to the Professional. The State of Michigan reserves the right to conduct, or have conducted, an audit and inspection of these Project records at any time during the Project or following its completion.

ARTICLE V

INSURANCE

The Professional shall purchase, maintain, and require such insurance that will provide protection from claims set forth below which may arise out of or result from the Professional firm’s services under this Contract, whether such service is performed by the Professional or performed by any of the Professional Firm’s Consultant's or by anyone directly or indirectly employed by them, or by anyone for whose acts they may be liable.

The following insurance policy limits described below are intended to be the minimum coverage acceptable by the State:

For this Section, "State" includes its departments, divisions, agencies, offices, commissions, officers, employees, and agents.

(a) The Professional must provide proof that it has obtained the minimum levels of insurance coverage indicated or required by law, whichever is greater. The insurance must protect the

State from claims that may arise out of or result from or are alleged to arise out of or result from the Professional’s or a consultant's performance, including any person directly or indirectly employed by the Professional or a Consultant, or any person for whose acts the

Professional or a consultant may be liable.

(b) The Professional waives all rights against the State for the recovery of damages that are covered by the insurance policies the Professional is required to maintain under this Section.

The Professional’s failure to obtain and maintain the required insurance will not limit this waiver.

(c) All insurance coverage provided relative to this Contract is primary and non-contributing to https://gcc01.safelinks.protection.outlook.com/?url=http%3A%2F%2Fwww.michigan.gov%2FSIGMAVSS&data=02%7C01%7CWatrosA%40michigan.gov%7C0faf6bd59255482da6a208d7c9d3fabc%7Cd5fb7087377742ad966a892ef47225d1%7C0%7C0%7C637199784583969183&sdata=%2FlLzLbwiSz20m8HNhvhy%2FDkx4HQEPAUNp1PANv33Rp8%3D&reserved=0

-15-any comparable liability insurance (including self- insurance) carried by the State.

(d) The State, in its sole discretion, may approve the use of a fully funded self-insurance program in place of any specified insurance identified in this Section.

(e) Unless the State approves, any insurer must have an A.M. Best rating of "A-" or better and a financial size of VII or better, or if those ratings are not available, a comparable rating from an insurance rating agency approved by the State. All policies of insurance must be issued by companies that have been approved to do business in the State. To view the latest A.M.

Best’s Key Ratings Guide and the A.M. Best’s Company Reports (which include the A.M.

Best’s Ratings) visit the A.M. Best Company internet web site at http://www.ambest.com.

(f) The Professional is responsible for the payment of all deductibles.

(g) In the event the State approves the representation of the State by the insurer's attorney, the attorney may be required to be designated as a Special Assistant Attorney General by the

Michigan Attorney General.

(h) Workers’ Compensation Insurance: The Professional must provide Workers' Compensation coverage according to applicable laws governing work activities in the state of the

Professional's domicile. If the applicable coverage is provided by a self-insurer, the

Professional must provide proof of an approved self-insured authority by the jurisdiction of domicile. For employees working outside of the state of the Professional's domicile, the

Professional must provide certificates of insurance proving mandated coverage levels for the jurisdictions where the employees' activities occur.

(i) Except where the State has approved a subcontract with other insurance provisions, the Professional must require any Consultant to purchase and maintain the insurance coverage required in this Article. Alternatively, the Professional may include a Consultant/Subconsultant under the Professional’s insurance on the coverage required in that Section. The failure of a Consultant/Subconsultant to comply with insurance requirements does not limit the Professional’s liability or responsibility.

(j) If any of the required policies provide claims-made coverage, the Professional must: (a) provide coverage with a retroactive date before the effective date of the contract or the beginning of Contract Activities; (b) maintain coverage and provide evidence of coverage for at least three (3) years after completion of the Contract Activities; and (c) if coverage is canceled or not renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective date, Professional must purchase extended reporting coverage for a minimum of three (3) years after completion of work.

(k) Professional must: (a) provide insurance certificates to the Contract Administrator, containing the (1) project file number; (2) the project title; and (3) description of the program, at Contract formation and within 20 calendar days of…