AMENDMENT NO. 7 TO THE PROFESSIONAL ENGINEERING SERVICES AGREEMENT

AMENDMENT NO. 7 TO THE PROFESSIONAL ENGINEERING SERVICES AGREEMENT For Russell Street/South 3rd Environmental Impact Statement Project STPU and BR 8105(8); CN 4128 This Amendment has been prepared to supplement the tasks originally outlined by HKM Engineering Inc. (DOWL HKM) in our Scope of Services dated July 14, 2006. This supplement is necessary to complete the Final Environmental Impact Statement (FEIS) and address new requirements that resulted from agency comments relative to the Traffic Analysis Update (TAU). This modification will extend the contract schedule to December 24, 2010. A new activity tasks are outlined in the sections below. Any variation from the Activity, Tasks, and sub-tasks outlined in this Amendment will be considered out-of-scope and subject to further contract modification. I Understanding of Scope DOWL HKM is currently providing services to the City of Missoula (City) under our original Scope (dated July 14, 2006), the Professional Engineering Services Agreement (dated August 4, 2006), Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, and Amendment No. 6. Gallatin Public Affairs, a subconsultant to DOWL HKM, will perform the remaining work for the Final EIS (see attached subconsultant scope of services). This Amendment is intended to augment MDT Activity 198 as outlined below. II Project Tasks The following DOWL HKM Activities are numbered in keeping with those set up in the original Scope of Services for this project. Activity 1.0 Project Scoping DOWL HKM completed the following Scoping tasks for Amendment No. 6 whose cost are covered under this amendment: Task 1.1 Develop Amendment to Professional Engineering Agreement Services; Amendment No. 6. Task 1.2 Coordinate with Bison Engineering, City, MDT, and FHWA (scope, budget, schedule, and contract). DOWL HKM will complete the following Scoping tasks under this Amendment: Task 1.3 Develop Amendment to Professional Engineering Agreement Services. Task 1.4 Manage development of a revised project schedule. Task 1.5 Coordinate with City, MDT, and FHWA (scope, budget, schedule, and contract; including one trip to Missoula for City Council Meeting).

AMENDMENT NO. 7 RUSSELL STREET SOUTH 3RD STREET ENVIRONMENTAL IMPACT STATEMENT Activity 1.0 Deliverables: Final Amendment No. 7 Final Amended Schedule Activity 2.0 Preliminary Environmental DOWL HKM does not anticipate any changes to our scope or cost under this activity. Activity 3.0 Preliminary Roadway Design 3.1 South 3 rd Street Analysis In Amendment No. 4, DOWL HKM was asked to update alternative layout schematics based upon the results of the Traffic Analysis Update and update the cost estimates for the alternatives that were revised for the Russell corridor. In addition to these scoped items, there were unintended, out-of-scope consequences from changing the Russell traffic planning horizon from 2025 to 2035 to be consistent with the Long Range Transportation Plan (LRTP). This change in the planning horizon necessitated assessing operations for 2035 on South 3 rd Street. DOWL HKM provided two technical memoranda addressing both the functions of roundabouts with the 2035 data and which alternatives would work the best with the new data. Consequently, additional analysis was required to determine that a different Preferred Alternative (signalized intersections) for South 3 rd Street would satisfy Purpose and Need. The intent of this task is to account for the out-of-scope analysis performed for South 3 rd Street, drafting two memoranda, and updating graphics for South 3 rd Street to reflect the new Preferred Alternative. Activity 4.0 Environmental Documentation In Amendment No. 3, DOWL HKM budgeted for 50 copies of the FEIS containing 220 color pages and 30 black/white pages per document. Considering the increased number of pages included in the comment/response appendix, the addition of the TAU summary, and in-depth explanations added to the FEIS, there will be more pages per copy than originally scoped. This assumes the majority of additional pages will be black and white. MDT and the City also requested 80 copies of the document in order to meet the public s needs. This is 30 more copies than was originally scoped. Activity 5.0 Public Involvement DOWL HKM does not anticipate any changes to our scope or cost under this activity. Activity 6.0 Project Management 6.1 Additional Weekly Team Meetings Based on project discussion during the August 20, 2009 conference call, the team decided that weekly meetings would be beneficial in order to resolve schedule-critical issues and to keep the project moving forward and on schedule. Additionally, weekly team meetings were hosted in order for team members to concur on responses to public comments and therefore avoid multiple iterations of the lengthy comment / response appendix. Weekly team meetings concluded in mid-november resulting in six additional team meetings. DOWL HKM attended these meetings and drafted meeting minutes for each of these meetings. Furthermore, many meetings lasted longer than the scoped duration anticipated. As such, DOWL HKM requests additional time for attending these long meetings as well as drafting meeting minutes beyond the scoped, one-hour meetings.

AMENDMENT NO. 7 RUSSELL STREET SOUTH 3RD STREET ENVIRONMENTAL IMPACT STATEMENT 6.2 Schedule Extension Based on the additional air quality analysis, a three-month agency iterative review process, and to allow for formal project close-out procedures, the overall project completion date has extended from August 2010 to December 2010; an extension of four months from what was originally scoped. The extra time required is included in this Amendment, which will take the contract to December 24, 2010. Based on discussion during the February 4, 2010 meeting, it is likely that the team will need to have some weekly meetings as well as bi-weekly meetings until the end of October 2010. This Amendment assumes one month of weekly meetings and one month of bi-weekly meetings. As such, DOWL HKM estimates that there will be 6 additional one-hour team meetings beyond what was originally scoped. DOWL HKM requests that two people attend these meetings for a total of 12 hours as well as an additional 21 hours to draft meeting minutes from these team meetings. DOWL HKM will prepare monthly status reports and provide monthly invoicing during this additional four-month period. DOWL HKM requests an additional eight (8) hours for this task. III Cost Estimate DOWL HKM proposes to complete the additional task to facilitate completion of the FEIS with a contract Amendment amount as outlined in attached Final Cost Summary. The overall contract value with DOWL HKM is as follows: Original Contract Amount: $ 368,633.81 Amendment No. 1 00.00 Amendment No. 2 31,008.00 Amendment No. 3 178,166.25 Amendment No. 4 Amendment No. 5 Amendment No. 6 Amendment No. 7 186,156.00 4,610.00 9,698.00 83,478.00 Amended Contract Value: $861,750.06 IV Schedule The City of Missoula, MDT, FHWA, and DOWL HKM have all committed to making this project a priority for completion in the most expeditious manner possible. The attached schedule outlines a process for the completion, review, and approval of the air quality conformance documentation and Final EIS documents, and a Record of Decision (ROD) within a 9 month period from start of the air quality conformance analysis. This revised schedule is consistent with MDT s current Consultant Design flowchart, and with the task durations as collaboratively developed by the City/MDT/FHWA and DOWL HKM Project Team. This Amendment will extend the overall contract completion date to the end of December 2010.

AMENDMENT NO. 7 RUSSELL STREET SOUTH 3RD STREET ENVIRONMENTAL IMPACT STATEMENT Engineer: DOWL HKM 104 East Broadway Helena, MT 59601 Karen B. Fagg, Vice President Date: Date: Phillip A. Odegard, Western Region Manager Owner: City of Missoula Missoula City Hall 435 Ryman Street Missoula, MT 59802 John Engen, Mayor Date: Martha L. Rehbein, City Clerk Date: Approved as to form: Jim Nugent, City Attorney Date:

Attachment A-1 March 30, 2010 Cost Estimate: Amendment # 7 Russell Street / South Third Street Final Environmental Impact Statement City of Missoula Odegard J. Jespersen Salle Becken-Gaddo Cormier Lead Engineer Planner Project Engineer Designer Traffic Engineer Total 1.0 Project Scoping 1.1 Develop Scope/Budge/Contract 6 12 18 1.2 Bison Scope/Budge/Contract 4 4 8 1.3 Develop revised project schedule 1 1 1.4 Coord. with City, MDT and FHWA 8 1 9 2.0 Preliminary Environmental No changes 0 3.0 Preliminary Roadway Design 3.1 3rd Street Analysis 4 42 44 90 4.0 Environmental Documentation No changes 0 5.0 Public Involvement No changes 0 6.0 Project Management 6.1 Additional Weekly Team Meetings 18 48 2 68 6.2 Schedule Extension 14 27 41 Total Hours 51 96 0 42 46 235 Adjusted Direct Hourly Rates $44.50 $21.50 $26.50 $22.50 $42.00 Direct Labor Total $2,269.50 $2,064.00 $0.00 $945.00 $1,932.00 $7,210.50 Overhead (169.70%) $3,851.34 $3,502.61 $0.00 $1,603.67 $3,278.60 $12,236.22 Fixed Fee (12 %) $2,333.61 Expenses (see breakout below) $11,619.00 Total DOWL HKM Modification $ 33,399 Subconsultant: Gallatin Public Affairs $ 50,079 Total Estimate of Amendment # 7 $83,478 Detailed Expense Breakout: quantitiy cost per total cost Reproduction (see Attachment A-2) ** $11,499.00 Vehicle Rental 0 $50.00 $0.00 Mileage 240 $0.50 $120.00 Per Diem 0 $39.00 $0.00 Hotel Stays 0 $120.00 $0.00 Advertisements 0 $450.00 $0.00 Postage 0 $0.44 $0.00 $11,619.00

Russell Street / South 3 rd Street - EIS (STPU M 8105(8); UPN 4128) At-A-Glance Progress Report as of: March 18, 2010 November 09 December 09 January 2010 February 2010 March 2010 April 2010 May 2010 June 2010 July 2010 August 2010 September 2010 October 2010 November 2010 2 9 16 23 30 7 14 21 28 4 11 18 25 1 8 15 22 1 8 15 22 29 5 12 19 26 3 10 17 24 31 7 14 21 28 5 12 19 26 2 9 16 23 6 13 20 27 4 11 18 25 1 8 15 22 29 Extended review of Comment/Response. New traffic analysis on South 3 rd Street Coordination with EPA/DEQ/FHWA regarding Air Quality issues Scope and Cost development with Bison Engineering NEW TASK Air Quality Analysis 198 C-3 Revise C/R and prep FEIS 198 E-4 Review FEIS 198 C-5 Modify FEIS E-6 Approval to print C-7 Print for Legal 198 E-8 Legal Sufficiency Review C-13 Print FEIS 198 C-9 C-11 Revise based on Legal Print Sig. E-10 198 E-12 Print Review FEIS and sign approval 199 E-14 Distribute FEIS 199 C-1 Draft ROD 199 E-2 Review Draft ROD Activity Sub- Activity Activity Description Status Negotiated Durations (in working days) Due Date Actual Delivery Date Comments Critical Path PR 2 2.1 Data Collection 100 % complete 15 March 20, 2009 Final on 4-23-09 Late, but involved substantial and valuable collaboration with MDT. -- 2.2 Conference Call # 1 100 % complete Week of 3-30-09 April 2, 2009 -- PR 3 3.1 Draft Tech Memo # 1 100 % complete 10 April 20, 2009 May 4, 2009 Late, but will not affect overall schedule. Comments due May 18. -- 3.2 City/MDT/FHWA Review of Tech Memo # 1 100 % complete 10 May 4, 2009 May 22, 2009 Review period extended to obtain comments from all parties. -- 3.3 Team Meeting # 1 100 % complete Week of 4-13-09 April 13, 2009 Minutes provided to attendees on April 20, 2009. -- 3.4 Final Tech Memo # 1 100 % complete 5 May 11, 2009 May 28, 2009 Late, but will not affect overall schedule. -- PR 4 4.1 Conference Call # 2 100 % complete May 21, 2009 May 21, 2009 -- PR 5 5.1 Draft Tech Memo # 2 100 % complete 10 June 2, 2009 June 4, 2009 Late, but will not affect overall schedule. -- 5.2 City/MDT/FHWA Review of Tech Memo # 2 100 % complete 10 June 15, 2009 June 25, 2009 Review period extended to June 18 to give two full weeks. -- 5.3 Team Meeting # 2 100 % complete Week of 6-8-09 June 15, 2009 Minutes provided to attendees on June 22, 2009. -- 5.4 Final Tech Memo # 2 100 % complete 5 June 22, 2009 July 9, 2009 All agreed at 7-9-09 team meeting to accept Tech Memo 2 as final. -- PR 6 6.1 Draft Tech Memo # 3 100 % complete 10 July 20, 2009* July 21, 2009 All agreed to new submittal date of July 20, 2009. -- 6.2 City/MDT/FHWA Review of Tech Memo # 3 100 % complete 10 August 3, 2009* No formal comments received. -- 6.3 Conference Call # 3 100 % complete Week of 7-27-09* July 27, 2009 -- 6.4 Final Tech Memo # 3 100 % complete 10 August 10, 2009* August 12, 2009 -- PR 7 7.1 Draft Final Report 100 % complete 15 August 10, 2009 August 12, 2009 -- 7.2 City/MDT/FHWA Review of Draft Final Report 10 August 24, 2009 -- 7.3 Conference Call # 4 Presentation to City Council August 17, 2009 August 17, 2009 -- 7.4 Final Report 5 August 31, 2009 September 3, 2009 -- 198 C-1 Gallatin/HKM to prepare C/R Appendix 100 % complete 15 September 21, 2009 9-14/9-20, 2009 May still require some coordination with EPA regarding air/water issues. -- E-2 MDT/FHWA to review C/R Appendix 100 % complete 13 October 7, 2009 October 8, 2009 -- NEW TASK Bison Engineering Air Quality Analysis 30 March 22, 2010** Bison anticipates completion of the Draft report by 3-19-10. C-3 Gallatin/HKM to modify C/R and Prepare FEIS 90 % complete 10 April 5, 2010** Iterative Review Will be complete pending revisions based on Air Quality analysis. E-4 MDT/FHWA to review Internal Draft FEIS 15 April 26, 2010** C-5 HKM to modify Draft FEIS based on comments 10 May 10, 2010** E-6 MDT/FHWA to provide print approval for Legal Suff. 5 May 17, 2010** C-7 HKM to print for Legal Sufficiency Review 5 May 24, 2010** E-8 FHWA Legal Sufficiency Review 25 June 30, 2010** C-9 Revise FEIS based on Legal Sufficiency Review 10 July 15, 2010** E-10 MDT/FHWA provide print approval 5 July 20, 2010** C-11 HKM to print FEIS for Signature 5 July 27, 2010** E-12 MDT/FHWA to review and sign FEIS 15 August 17, 2010** C-13 Print FEIS for Distribution 5 August 24, 2010** E-14 Distribute FEIS 32 October 12, 2010** 199 C-1 Draft Record of Decision 10 October 26, 2010** E-2 MDT/FHWA Review Draft Record of Decision 10 Nov. 10, 2010** *Notes: * Revised Date ** Revised Date as of 1-29-10.

Agreement No. 09X07 Exhibit A Gallatin Public Affairs - Modification # 2 (March 29, 2010-3rd REVISION) for: Russell Street / South 3 rd Street Environmental Impact Statement Modification # 1 was executed in April 2009 in anticipation of the scope changes resulting from the Missoula City Council request for a peer review. Kittleson & Associates completed their Traffic Analysis Update (TAU) in August 2009. Throughout the summer, Gallatin continued to participate in bi-weekly team meetings, provided input and direction to the team regarding NEPA implications of the various analyses and recommendations from the TAU, and continued to work on responses to comments on the DEIS that would not be affected by the outcome of Kittleson s TAU. Gallatin remained on track with schedule and budget up through August and began submitting portions of the Draft Comment/Response appendix in mid-september, with the complete appendix completed on schedule in late September. The project team began what turned into a three-month iterative review of the Comment/Response appendix, Court Reporter appendix, and Hearing Transcript appendix. During this time, MDT, FHWA, EPA and DEQ also discussed the need for additional air quality analyses which would be required due to the updated traffic projections and operational analysis. There was a lengthy delay in the overall schedule as the regulatory agencies discussed the appropriate approach and scope of analysis. Modification # 2 will cover Gallatin Public Affairs time and costs associated with the lengthy iterative review, additional team meetings, preparation of an additional appendix to summarize the Kittleson report, and redrafting substantial portions of the main body of the EIS based on changes in the traffic analysis and Preferred Alternative on South 3 rd Street. This modification also assumes an eight (8) month schedule extension and will cover the additional time and expenses associated with team meetings, project management, and monthly reporting and invoicing activities. Activity 198 C-1 Respond to comments, create comment and response document for public comments. In Modification # 1, Gallatin requested an additional 24 hours under this task to incorporate new information received from the Traffic Analysis Update into the comment/response appendix. While considerable time was expended on the incorporation of this new information into the Comment/Response appendix, Gallatin believes this budget to have been sufficient and does not request any additional scope or budget for this sub-task. Activity 198 C-3 Revise comment and response document. Gallatin requested an additional 16 hours under Modification # 1 for this task. The additional hours for this task under Modification # 1 were intended to facilitate an early review of appropriate portions of the comment/response appendix in order to facilitate earlier completion of this task following the TAU. Gallatin had a total of 80 hours for preparation, review, and final edits to the Comment/Response Appendix. Over the course of the last three months, Gallatin has engaged in seven additional meetings for a total of approximately 21 hours to discuss text edits in detail. Since submittal of the

Russell Street EIS Contract Modification # 2 Page 2 Draft Comment/Response appendix, Gallatin has expended over 255 hours on meetings and editing of the Comment/Response appendices. This has been a valuable effort, but has clearly exceeded the expectations of all parties. Gallatin requests an additional 160 hours for this sub-task. Activity 198 NEW Prepare Traffic Analysis Update Summary Appendix. Gallatin to prepare an FEIS appendix to summarize the Kittleson & Associates technical memoranda and Final Report for the Traffic Analysis Update. This appendix will serve as a summary of the Kittleson work and a focused response to several public comments on the DEIS. Gallatin requests a total of 30 hours for this new sub-task. Activity 198 C-5 Prepare Final EIS Gallatin requested an additional 16 hours for this task under Modification # 1 in order to accommodate unanticipated revisions as a result of the Traffic Analysis Update. Modification # 1 stipulated the following: For the purposes of the schedule and cost estimate presented in this Contract Modification, it must be noted that the assumption on the part of the consultant is that the results of the Peer Review will not result in substantial changes to the DEIS. In reality, the Traffic Analysis Update (Peer Review) has resulted in the need for substantial changes to the Chapter 2 discussion regarding safety and operational analyses. The subsequent traffic analysis on South 3 rd Street will also result in substantial changes to Chapter 2 and Chapter 4 through the change in the Preferred Alternative. The project team also identified the need for additional air quality analysis which will result in unforeseen coordination with a sub-consultant, EPA, and DEQ, as well as edits to the EIS. With this modification, Gallatin will edit the document to provide updated traffic data, analysis, and conclusions that go well beyond a validation of the contents of the DEIS. This incorporation of new data and graphics is anticipated to exceed our current budget, and Gallatin requests an additional 120 hours for this sub-task. Activity 198 C-7 Print FEIS for FHWA Legal Sufficiency Gallatin does not anticipate any changes to our scope or cost under this activity. Activity 198 C-9 Respond to comments from Legal Sufficiency Due to the substantive number of comments received, and the potential legal challenge(s) outlined in the comments, Gallatin requests an additional 24 hours to coordinate with FHWA Legal Counsel to ensure modifications can be made in a timely fashion. March 29, 2010

Russell Street EIS Contract Modification # 2 Page 3 Activity 198 C-11 Print for Federal Register Gallatin does not anticipate any changes to our scope or cost under this activity. Activity 199 C-1 Prepare Preliminary Record of Decision Gallatin does not anticipate any changes in our scope or cost under this activity. Schedule: Gallatin Public Affairs assumes, based on the current schedule, that our engagement with this project will be extended an additional six (6) months (with a ROD completed by the end of October 2010). To account for any minor changes in the schedule and time to close out contracts with DOWL HKM, this modification would extend Gallatin services to December 24, 2010. Additional time associated with this extension includes ten (10) hours for re-scoping the project and negotiating this modification, and approximately four (4) hours per month for team meetings, routine coordination with the City of Missoula, and monthly progress reporting and invoicing. Cost Estimate: As outlined in the attached spreadsheet, Gallatin Public Affairs proposes to complete the above tasks with a contract modification amount not to exceed $50,078.84, and a total sub-contract amount of $144,346.90. Any work and schedule extensions outside the above scope may be subject to additional fees. Any such work will be identified prior to completion and a request for contract modification will be initiated. March 29, 2010

Exhibit B Agreement No. 09X07 Gallatin Public Affairs Cost Estimate - March 29, 2010 (3rd Revision) Russell Street / South 3rd Street - Environmental Impact Statement Task James Schott Total 198 C-1 Preliminary Draft - FEIS 0 0 0 C-3 Revise Comment/Response Document 60 99 159 NEW Kittleson Summary Appendix 24 6 30 C-5 Final EIS 50 70 120 C-7 Print FEIS for Legal Sufficiency 0 0 0 C-9 Respond to Legal Comments 24 0 24 C-11 Print for Fed Register 0 0 0 199 C-1 Draft Record of Decision 0 0 0 Weekly/Bi-weekly Team Meetings 32 0 32 Project Team Coordination 40 0 40 Total Hours 230 175 405 Direct Hourly Rate $45.00 $17.50 Direct Labor Total $10,350.00 $3,062.50 $13,412.50 Overhead (233.37) $31,300.75 Fixed Fee (12 %) $5,365.59 Expenses $0.00 Total Sub-Contract Amount - Modification 2 $50,078.84