ITEM 4.9 Replacement of PLCs06T Y F O
MINNESOTA g
DEPARTMENT INFORMATION
Request for
City Council Action
ORIGINATING DEPARTMENT
REQUESTOR:
MEETING DATE:
Utilities
Utility Manager Neidermeier
January, 14, 2019
PRESENTER(s)
REVIEWED BY:
ITEM #:
Consent
City Administrator/Finance Director
Flaherty
4.9
STRATEGIC VISION
MEETS:
THE CITY OF OTSEGO:
Logic Controllers and related equipment through AE2S Engineering.
Is a strong organization that is committed to leading the community through innovative
communication.
X
Has proactively expanded infrastructure to responsibly provide core services.
No
Is committed to delivery of quality emergency service responsive to community needs and
expectations in a cost-effective manner.
The 2019 Utility budget includes Programmable Logic Controller (PLC) replacements at five locations. PLC's
Is a social community with diverse housing, service options, and employment opportunities.
communicate information to operations staff. The devices at these sites have met useful life expectancies
Is a distinctive, connected community known for its beauty and natural surroundings.
AGENDA ITEM DETAILS
RECOMMENDATION:
Staff is recommending approval of five contracts for Instrumentation services to replace Programmable
Logic Controllers and related equipment through AE2S Engineering.
ARE YOU SEEKING APPROVAL OF A CONTRACT?
IS A PUBLIC HEARING REQUIRED?
Yes
No
BACKGROUND/JUSTIFICATION:
The 2019 Utility budget includes Programmable Logic Controller (PLC) replacements at five locations. PLC's
collect information, provide actions to operate equipment within its programmed settings and
communicate information to operations staff. The devices at these sites have met useful life expectancies
and no longer are technologically supported as the change from serial to Ethernet communication has
been the standard for some time.
The five sites chosen for the project include Well House 1; not to exceed $26,638.00, Well House 3; not to
exceed $25,926.00 and Water Tower 3; not to exceed $12,406.00. The intent is to initiate change in
January and complete prior to April to avoid any service interruption of water production. Well 8, not to
exceed $21,540.00 will be completed prior to June 1 and Lift Station 1, not to exceed $23,720.00 prior to
July 1.
Concurrent with the replacements; panel power supplies and fusing changes will occur to help protect
components and operations, additionally operator interfaces at the sites will be updated to match the
technology of the PLC's. The new PLC's are compatible with the 2017 radio installations providing fast and
reliable communication using Ethernet. Record drawings will be updated and PLC logic provided.
The removed technology will be maintained as spares and intermediate replacements for options at seven
lift stations, panels at the East WWTF and the Pressure Control Station until future upgrades occur.
SUPPORTING DOCUMENTS ATTACHED:
• Instrumentation Contracts —AE2S Engineering
POSSIBLE MOTION
PLEASE WORD MOTION AS YOU WOULD LIKE IT TO APPEAR IN THEM I NUTES:
Motion to approve five site specific contracts with AE2S Engineering for Instrumentation services including
Programmable Logic Controllers and related equipment not to exceed a cumulative value of $110,230.00.
BUDGET INFORMATION
FUNDING:
BUDGETED:
602 — Sanitary Sewer Fund
601 — Water Fund
Yes
A
www.ae2s.com
January 7, 2019
Kurt Neidermeier
Utility Manager
13400 90"' Street NE
Otsego, MN 55330
RE: Letter Agreement between City of Otsego and AE2S
City of Otsego, MN — Quaday Lift Station Controls Improvements
Dear Mr. Neidermeier,
Advanced Engineering and Environmental Services, Inc. (AE2S) proposes to render professional services for
programmable logic controller (PLC) and Supervisory Control and Data Acquisition (SCADA) programming
services associated with the Quaday Lift Station to the City of Otsego (CLIENT).
This Agreement, including Exhibit A, sets forth the terms and conditions under which the CLIENT and AE2S shall
be governed regarding the Assignment.
Scom of Basic Services
AE2S will perform the following tasks:
1. Procure and install Ethernet -capable Allen-Bradley 1769-L16ER-BBIB CompactLogix PLC and
expansion input/output (1/0) modules to replace the discontinued serial -only Allen-Bradley MicroLogix
1500 PLC.
2. Procure and install Ethernet -equipped Allen-Bradley Panelview Plus 7 Series 6" operator interface to
replace discontinued serial -only Allen-Bradley Panelview Plus legacy operator interface.
3. Procure and install Ethernet switch.
4. Perform PLC programming to achieve the following:
1. Lift station flow control option based upon gallons per minute (GPM) setpoint.
2. Lift station pump speed control option based upon variable frequency drive (VFD) setpoint.
3. Two daily high speed full wetwell flush maintenance modes with adjustable VFD speed setpoint
and start/stop level, time of day, and time duration setpoints.
4. Adjustable lead, lag, and lag -lag pump start/stop setpoints.
5. Automatic pump alternation with manual lead, lag, and lag -lag option.
6. Wetwell level monitoring and trending.
7. Flow monitoring and trending.
8. Flow totalization (today, yesterday, cumulative).
9. Pump runtimes with start counts (today, yesterday, cumulative).
10. Alarming to include enable/disable control and consist of the following alanns:
1. SCADA Communication Failure.
2. Phase Failure.
3. Control Power Failure.
4. UPS Power Not Available.
5. Wetwell High Level (Float).
6. Wetwell High Level (Transducer).
7. Wetwell Low Level (Float).
E-100 03/2016
Advanced Engineering and Environmental Services, Inc.
6901 East Fish Lake Road, Suite 184 • Water Tower Place Business Center • Maple Grove, MN 55369 • 763-463-5036
RE: Letter Agreement for City of Otsego
City of Otsego, MN — Quaday Lift Station Controls Improvements
January 7, 2019
Page 2 of 4
8. Wetwell Low Level (Transducer).
9. Pump VFD Fault (all pumps).
10. Pump Overtemp (all pumps).
11. Pump High Temp (all pumps).
12. Pump Required and Not Running (all pumps).
13. Low Flow (with pumps running).
5. Perform operator interface programming to allow local data monitoring and controls adjustments.
6. Create data mapping and messaging within master West Tower PLC for SCADA and alarming purposes.
7. Create data mapping within West Wastewater Treatment Facility (WWTF) PLC for SCADA and
alarming purposes.
8. Create data mapping within East WWTF PLC for SCADA and alarming purposes.
9. Modify SCADA graphics within West WWTF to allow data monitoring and controls adjustments.
10. Modify SCADA graphics within East WWTF to allow data monitoring and controls adjustments.
11. Configure alarming within Win -911 alarm notification software.
12. System testing and commissioning.
13. Control panel schematic redlines.
14. Provide CLIENT with PLC programs and documentation.
Additional Services
Services resulting from significant changes in the general scope, extent, or character of the Assignment are not
included as a part of the Scope of Basic Services. If authorized in writing by the CLIENT, AE2S will provide
services beyond the scope of this Agreement on an hourly basis.
CLIENT's Responsibilities
CLIENT shall do the following in a timely manner, so as not to delay the services of AE2S:
1. Designate a person to act as CLIENT's representative with respect to the services to be rendered under
this Agreement. Such person shall have authority to transmit instructions, receive information, and
interpret and define CLIENT's policies and decisions with respect to services for the Assignment.
2. Provide access to the relevant sites sufficient for AE2S to perform its services under this Agreement.
3. CLIENT shall, so long as AE2S is not in default, promptly pay AE2S for such services as have been
performed satisfactorily hereunder in accordance with the fee terms set forth herein.
CLIENT shall bear all costs incident to compliance with its responsibilities pursuant to this section.
Fees
AE2S shall render services under this Agreement on an hourly basis not to exceed $23,720 without written
authorization from CLIENT, including reimbursement for all project related expenses.
Task
Professional Fees
PLC Installation —10 hours
$1,780
Operator Inte ace Installation — 2 hours
$356
Ethernet Switch Installation — 2 hours
$356
RE: Letter Agreement for City of Otsego
City of Otsego, MN — Quaday Lift Station Controls Improvements
January 7, 2019
Page 3 of 4
Update Record Drawings — 2 hours
$356
PLC Programming Services — Quaday Lit Station — 24 hours
$4,272
PLC Programming Services — West Tower, West WWTF, East WWTF— 20 hours
$3,560
Operator Inte ace Programming Services —10 hours
$1,780
SCADA Programming Services —12 hours
$2,136
Testin and Commissionhi — 8 hours
$1,424
Total Professional Services
$16,020
Reimbursables
Fees
Allen-Bradley Cont actLo ix PLC and 1/0 Modules
$3,400
Allen-Bradley Panelview Plus 7 Series 6" Operator Inter ace
$1,650
Cisco Managed Ethernet Switch
$1,250
24 VD Power Supp l
$400
Mileage and Supplies Rela s, Terminals, Fuseholders, Wire, Etc.
$1,000
Total Reimbursables
$7,700
Anticipated Proiect Schedule
AE2S proposes completion of the proposed Scope of Services by July 31 st, 2019, anticipating authorization by
January 31 st, 2019.
RE: Letter Agreement for City of Otsego
City of Otsego, MN — Quaday Lift Station Controls Improvements
January 7, 2019
Page 4 of 4
Contract Documents
This Agreement includes the following documents, incorporated herein by reference:
1. Exhibit A - Terms and Conditions;
2. All other attached Exhibits referenced in this Agreement;
3. Any drawings or specifications provided by the CLIENT in writing; and
4. Any duly executed written amendments.
There are no contract documents other than this Agreement and those documents listed above.
If this Agreement sets forth your understanding of our agreement, including the scope of work desired, fees, terms,
and conditions, please sign in the space provided and return a copy to AE2S. Thank you for the opportunity to
assist in this project and we look forward to working with you.
Sincerely,
AE2S
Allen Dostall
Instrumentation and Controls Specialist
Aaron Vollmer, P.E.
Operation Manager
CLIENT
Accepted this day of
By:
Name (Print):
Title:
Standard Terms and Conditions
The agreement is supplemented to include the following Agreement of
the parties:
Standard of Care
a. The standard of care for all professional services performed or
furnished by AE2S under this Agreement will be the care and skill
ordinarily used by members of AE2S's profession practicing under
similar circumstances at the same time and in the same locality. AE2S
makes no warranties, express or implied, under this Agreement or
otherwise, in connection with AE2S's services.
b. CLIENT shall be responsible for, and AE2S may rely upon, the
accuracy and completeness of all requirements, programs, instructions,
reports, data, and other information famished by CLIENT to AMS
pursuant to this Agreement. AE2S may use such requirements, reports,
data, and information in performing or furnishing services under this
Agreement.
Independent Contractor
All duties and responsibilities undertaken pursuant to this Agreement
will be for the sole and exclusive benefit of CLIENT and AE2S and not
for the benefit of any other party. Nothing contained in this Agreement
shall create a contractual relationship with or a cause of action in favor
ofa third party against either CLIENT or AE2S. AE2S's services under
this Agreement are being performed solely for CLIENT's benefit, and
no other entity shall have any claim against AE2S because of this
Agreement or the performance or nonperformance of services
hereunder.
Payments to AE2S
Invoices will be prepared in accordance with AE2S's standard
invoicing practices and will be submitted to CLIENT by AE2S
monthly, unless otherwise agreed. Invoices are due and payable within
30 days of receipt. If CLIENT fails to make any payment due AE2S
for services and expenses within 30 days after receipt of AE2S's
invoice therefore, the amounts due AE2S will be increased at the rate
of 1.0% per month (or the maximum rate of interest permitted by law,
if less) from said thirtieth day. In addition, AE2S may, after giving
seven days written notice to CLIENT, suspend services under this
Agreement until AE2S has been paid in full all amounts due for
services, expenses, and other related charges.
Insurance
AE2S will maintain insurance coverage for Workers' Compensation,
General Liability, and Automobile Liability and will provide
certificates of insurance to CLIENT.
Indenmification and Allocation of Risk
a. To the fullest extent permitted by law, AE2S shall indemnify arrd
hold harmless CLIENT, CLIENT's officers, directors, partners, and
employees from and against costs, losses, and damages (including but
not limited to reasonable fees and charges of engineers, architects,
attorneys, and other professionals, and reasonable court or arbitration
or other dispute resolution costs) caused solely by the negligent acts or
omissions of AE2S or AE2S's officers, directors, partners, employees,
and consultants in the performance of AE2S's services under this
Agreement.
b. To the fullest extent permitted by law, CLIENT shall indemnify and
hold harmless AE2S, AE2S's officers, directors, partners, employees,
and consultants from and against costs, losses, and damages (including
This is EXHIBIT A, consisting of 2 pages, referred to in and part of
the Agreement between CLIENT and AE2S dated January 7, 2019.
but not limited to reasonable fees and charges of engineers, architects,
attorneys, and other professionals, and reasonable court or arbitration
or other dispute resolution costs) caused solely by the negligent acts or
omissions of CLIENT or CLIENT's officers, directors, partners,
employees, and consultants with respect to this Agreement.
c. In addition to the indemnity provided under paragraph 5.b. of this
Exhibit, and to the fullest extent permitted by law, CLIENT shall
indemnify and hold harmless AE2S and AE2S's officers, directors,
partners, employees, and consultants from and against injuries, losses,
damages and expenses (including but not limited to all fees and charges
of engineers, architects, attorneys, and other professionals, and all court
or arbitration or other disputes resolution costs) caused by, arising out
of, or resulting from Hazardous Environmental Condition, provided
that (i) any such injuries, losses, damages and expenses are attributable
to bodily injury, sickness, disease, or death, or to injury to or destruction
of tangible property, including the loss of use resulting therefrom, and
(ii) nothing in this paragraph 5.c. shall obligate CLIENT to indemnify
any individual or entity to the extent of that individual or entity's own
negligence or willful misconduct.
d. To the fullest extent permitted by law, notwithstanding any other
provision of this Agreement, tine total liability, in the aggregate, of
Engineer and Engineers 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 a Specific Project or Task Order, or this
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 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 terns and conditions of Engineer's insurance policies
applicable thereto (excluding fees, costs and expenses of investigation,
claims adjustment, defense, and appeal).
Termination of Contract
Either party may at any time, upon seven days prior written notice to
the other party, terminate this Agreement. Upon such termination,
CLIENT shall pay to AE2S all amounts owing to AE2S under this
Agreement, for all work performed up to the effective date of
termination, plus reasonable termination costs.
Access
CLIENT shall arrange for safe access to and make all provisions for
AE2S and AE2S's Consultants to enter upon public and private
property as required for AE2S to perform services under this
Agreement.
Hazardous Environmental Conditions
It is acknowledged by both parties that AE2S's scope of services does
not include any services related to a "Hazardous Environmental
Condition," i.e. the presence at the site of asbestos, PCBs, petroleum,
hazardous waste, or radioactive materials in such quantities or
circumstances that may present a substantial danger- to persons or
property exposed thereto in connection with the Assignment. In the
event AE2S or any other party encounters a Hazardous Environmental
Condition, AE2S may, at its option and without liability for
consequential or any other damages, suspend performance of services
on the portion of the Assignment affected thereby until CLIENT: (i)
retains appropriate specialist consultant(s) or contractor(s) to identify
and, as appropriate, abate, remediate, or remove die Hazardous
Environmental Condition; and (ii) warrants that the site is in full
compliance with applicable laws and regulations. CLIENT
acknowledges that AMS is performing professional services for
CLIENT and that AE2S is not and shall not be required to become an
.,arranger, ' "operator," "generator," or "transporter" of hazardous
substances, as defined in the Comprehensive Environmental Response,
Compensation, and Liability Act of 1990 (CERCLA), which are ormay
be encountered at or near the site in connection with AE2S's activities
under this Agreement.
Patents
AE2S shall not conduct patent searches in connection with its services
under this Agreement and assumes no responsibility for any patent or
copyright infringement arising therefrom. Nothing in this Agreement
shall be construed as a warranty or representation that anything made,
used, or sold arising out of the services performed under this Agreement
will be free from infringement of patents or copyrights.
10. Ownership and Reuse ofDocuments
All documents prepared or furnished by AE2S pursuant to this
Agreement are the property of the CLIENT. Reuse of any such
documents by CLIENT shall be at CLIENT s sole risk; and CLIENT
agrees to indemnify, and hold AE2S harmless from all claims,
damages, and expenses including attorney's fees arising out of such
reuse of documents by CLIENT or by others acting through CLIENT.
11. Use of Electronic Media
a. Copies of Documents that may be relied upon by CLIENT are
limited to the printed copies (also known as hard copies) that are
signed or sealed by the AE2S. Files in electronic media format
of text, data, graphics, or of other types that are famished by
AE2S to CLIENT are only for convenience of CLIENT. Any
conclusion or information obtained or derived from such
electronic files will be at the user's sole risk.
When transferring documents in electronic media format, AE2S
makes no representations as to long-term compatibility, usability,
or readability of documents resulting from the use of sofivare
application packages, operating systems, or computer hardware
differing from those used by AE2S at the beginning of this
Assignment.
If there is a discrepancy between the electronic files and the hard
copies, the hard copies govern.
Because data stored in electronic media format can deteriorate or
be modified inadvertently or otherwise without authorization of
the data's creator, the party receiving electronic files agrees that
it will perform acceptance tests or procedures within 60 days,
after which the receiving party shall be deemed to have accepted
the data thus transferred. Any en -ors detected within the 60 -day
acceptance period will be corrected by the party delivering the
electronic files. AE2S shall not be responsible to maintain
documents stored in electronic media format after acceptance by
CLIENT.
12. Force Majeure
AE2S shall not be liable for any loss or damage due to failure or delay
in rendering any service called for under this Agreement resulting from
any cause beyond AE2S's reasonable control.
13. Assignment
Neither party shall assign its rights, interests or obligations under this
Agreement without the express written consent of the other party.
14. Binding Effect
This Agreement shall bind, and the benefits thereof shall inure to the
respective parties hereto, their legal representatives, executors,
administrators, successors, and assigns.
15. Severability and Waiver of Provisions
Any provision or part of the Agreement held to be void or
unenforceable under any laws or regulations shall be deemed stricken,
and all remaining provisions shall continue to be valid and binding
upon CLIENT and AE2S, who agree that the Agreement shall be
reformed to replace such stricken provision or part thereof with a valid
and enforceable provision that comes as close as possible to expressing
the intention of the stricken provision. Non -enforcement of any
provision by either party shall not constitute a waiver of that provision,
nor shall it affect the enforceability ofthat provision or ofthe remainder
ofthis Agreement.
16. Survival
All express representations, indemnifications, or limitations of liability
included in this Agreement will survive its completion or termination
for any reason.
17. Headings
The beadings used in this Agreement are for general reference only and
do not have special significance.
18. Controlling Law
This Agreement is to be governed by the law of the State of Minnesota.
19. Notices
Any notice required under this Agreement will be in writing, addressed
to the appropriate party at its address on the signature page and given
personally, or by registered or certified mail postage prepaid, or by a
commercial courier service. All notices shall be effective upon the date
of receipt.
Exhibit A - Standard Terms and Conditions
Page 2 of 2
(41�; 46
A
www.ae2s.coni
January 7, 2019
Kurt Neidermeier
Utility Manager
13400 90' Street NE
Otsego, MN 55330
RE: Letter Agreement between Owner and Engineer
City of Otsego, MN — Wellhouse 3 Controls Improvements
Dear Mr. Neidermeier,
Advanced Engineering and Environmental Services, Inc. (AE2S) proposes to render professional services for
programmable logic controller (PLC) and Supervisory Control and Data Acquisition (SCADA) programming
services associated with Wellhouse 3 to the City of Otsego (CLIENT).
This Agreement, including Exhibit A, sets forth the terns and conditions under which the CLIENT and AE2S shall
be governed regarding the Assignment.
Scone of Basic Services
AE2S will perform the following tasks:
1. Procure and install Ethernet -capable Allen-Bradley 1769-L18ER-BB1B CompactLogix PLC and
expansion input/output (UO) modules. This will replace the existing Allen-Bradley MicroLogix 1500
PLC, which is no longer supported and has been determined "end of life" by manufacturer.
2. Procure and install Ethernet -capable Allen-Bradley Panelview Plus 7 series 6" operator interface.
3. Procure and install Ethernet switch.
4. Procure and install upgraded 24 VDC power supply.
5. Record wiring modifications on existing control panel drawings.
6. Perform well PLC programming to achieve the following:
a. Pump speed control option based upon variable frequency drive (VFD) speed setpoint.
b. Drawdown levels monitoring and trending.
c. Flow monitoring and trending.
d. Flow totalization (today, yesterday, cumulative).
e. Pump runtime with start counts (today, yesterday, cumulative).
f. Alarming to include enable/disable control and consist of the following alarms:
i. SCADA Communication Failure.
ii. Building Intrusion.
iii. Phase Failure.
iv. Control Power Failure.
v. UPS Power Not Available.
vi. Chemical Room Low Temp.
vii. Chlorine Leak.
viii. Chlorine Pump Fail.
ix. Pump VFD Fault (Well 5).
x. Pump Required and Not Running (Well 4 and Well 5).
xi. Pump Low Flow (Well 4 and Well 5).
E-100 03/2016
Advanced Engineering and Environmental Services, Inc.
6901 East Fish Lake Road, Suite 184 • Water Tower Place Business Center • Maple Grove, MN 55369 • 763-463-5036
RE: Letter Agreement for City of Otsego
City of Otsego, MN — Wellhouse 3 Controls Improvements
January 7, 2019
Page 2 of 4
xii. Low Drawdown Level (Well 4).
7. Perform operator interface programming to allow local data monitoring and controls adjustments.
8. Create data mapping and messaging within master West Tower PLC for SCADA and alarming purposes.
9. Create data mapping within West Wastewater Treatment Facility (WWTF) PLC for SCADA and alarming
purposes.
10. Create data mapping within East WWTF PLC for SCADA and alarming purposes.
11. Modify SCADA graphics within West WWTF to allow data monitoring and controls adjustments.
12. Modify SCADA graphics within East WWTF to allow data monitoring and controls adjustments.
13. Configure alarming within Win -911 alarm notification software.
14. System testing and commissioning.
15. Provide CLIENT with PLC programs and documentation.
Additional Services
Services resulting from significant changes in the general scope, extent, or character of the Assignment are not
included as a part of the Scope of Basic Services. If authorized in writing by the CLIENT, AE2S will provide
services beyond the scope of this Agreement on an hourly basis.
CLIENT's Responsibilities
CLIENT shall do the following in a timely manner, so as not to delay the services of AE2S:
1. Designate a person to act as CLIENT's representative with respect to the services to be rendered under
this Agreement. Such person shall have authority to transmit instructions, receive information, and
interpret and define CLIENT's policies and decisions with respect to services for the Assignment.
2. Provide access to the relevant sites sufficient for AE2S to perform its services under this Agreement.
3. CLIENT shall, so long as AE2S is not in default, promptly pay AE2S for such services as have been
performed satisfactorily hereunder in accordance with the fee terms set forth herein.
CLIENT shall bear all costs incident to compliance with its responsibilities pursuant to this section.
Fees
AE2S shall render services under this Agreement on an hourly basis not to exceed $25,926 without written
authorization from CLIENT, including reimbursement for all project related expenses.
Task
Professional Fees
PLC Installation —12 hours
$2,136
Operator Inte ace Installation — 4 hours
$712
Ethernet Switch Installation — 2 hours
$356
Update Record Drawings — 4 hours
$712
PLC Programming Services — Wellhouse 3 — 24 hours
$4,272
PLC Programming Services — West Tower, West WWTF, East WWTF— 20 hours
$3,560
Operator Inter ace Programming Services — 8 hours
$1,424
SCADA Programming Services —10 hours
$1,780
Testing and Commissioning— 8 hours
$1,424
RE: Letter Agreement for City of Otsego
City of Otsego, MN — Wellhouse 3 Controls Improvements
January 7, 2019
Page 3 of 4
Total Professional Services $16737G
Reimbursables
Cost
Allen-Bradley Cona actLo ix PLC and I/O Modules
$4,750
Allen-Bradley Panelview Plus 7 Series 6" Operator Inter ace
$1,650
Cisco Managed Ethernet Switch
$1,250
24 VDC Power Supply
$400
Mileage and Supplies Rel s, Terminals, Fuseholders, Wire, Etc.
$1,500
Total Reimbursables
$9,5 0
Anticipated Proiect Schedule
AE2S proposes completion of the proposed Scope of Services by July 31 st, 2019, anticipating authorization by
January 31 st, 2019.
IRE: Letter Agreement for City of Otsego
City of Otsego, MN — Wellhouse 3 Controls Improvements
January 7, 2019
Page 4 of 4
Contract Documents
This Agreement includes the following documents, incorporated herein by reference:
1. Exhibit A - Terms and Conditions;
2. All other attached Exhibits referenced in this Agreement;
3. Any drawings or specifications provided by the CLIENT in writing; and
4. Any duly executed written amendments.
There are no contract documents other than this Agreement and those documents listed above.
If this Agreement sets forth your understanding of our agreement, including the scope of work desired, fees, terms,
and conditions, please sign in the space provided and return a copy to AE2S. Thank you for the opportunity to
assist in this project and we look forward to working with you.
Sincerely,
AE2S CLIENT
Allen Dostall
Instrumentation and Controls Specialist
��-� Y
Zal�
Aaron Vollmer, P.E.
Operations Manager
Accepted this day of
I=
Name (Print):
Title:
Standard Terms and Conditions
The agreement is supplemented to include the following Agreement of
the parties:
Standard of Care
a. The standard of care for all professional services performed or
fumished by AE2S under this Agreement will be the care and skill
ordinarily used by members of AE2S's profession practicing under
similar circumstances at the same time and in the same locality. AE2S
makes no warranties, express or implied, under this Agreement or
otherwise, in connection with AE2S's services.
b. CLIENT shall be responsible for, and AE2S may rely upon, the
accuracy and completeness of all requirements, programs, instructions,
reports, data, and other information furnished by CLIENT to AE2S
pursuant to this Agreement. AE2S may use such requirements, reports,
data, and information in perfonning or furnishing services under this
Agreement.
2. Independent Contractor
All duties and responsibilities undertaken pursuant to this Agreement
will be for the sole and exclusive benefit of CLIENT and AE2S and not
for the benefit of any other party. Nothing contained in this Agreement
shall create a contractual relationship with or a cause of action in favor
ofa third party against either CLIENT or AE2S. AE2S's services under
this Agreement are being performed solely for CLIENT's benefit, and
no other entity shalt have any claim against AE2S because of this
Agreement or the performance or nonperformance of services
hereunder.
3. Payments to AE2S
Invoices will be prepared in accordance with AE2S's standard
invoicing practices and will be submitted to CLIENT by AE2S
monthly, unless otherwise agreed. Invoices are due and payable within
30 days of receipt. If CLIENT fails to make any payment due AE2S
for services and expenses within 30 days after receipt of AE2S's
invoice therefore, the amounts due AE2S will be increased at the rate
of 1.0% per month (or the maximum rate of interest permitted by law,
if less) from said thirtieth day. hi addition, AE2S may, after giving
seven days written notice to CLIENT, suspend services under this
Agreement until AE2S has been paid in full all amounts due for
services, expenses, and other related charges.
4. Insurance
AE2S will maintain insurance coverage for Workers' Compensation,
General Liability, and Automobile Liability and will provide
certificates of insurance to CLIENT.
5. Indemnification and Allocation of Risk
a. To the fullest extent permitted by law, AE2S shall indennrify and
hold harmless CLIENT, CLIENT's officers, directors, partners, and
employees from and against costs, losses, and damages (including but
not limited to reasonable fees and charges of engineers, architects,
attorneys, and other professionals, and reasonable court or arbitration
or other dispute resolution costs) caused solely by the negligent acts or
omissions of AE2S or AE2S's officers, directors, partners, employees,
and consultants in the performance of AE2S's services under this
Agreement.
b. To the fullest extent permitted by law, CLIENT shall indemnify and
hold harmless AE2S, AE2S's officers, directors, partners, employees,
and consultants from and against costs, losses, and damages (including
This is EXHIBIT A, consisting of 2 pages, referred to in and part of
the Agreement between CLIENT and AE2S dated January 7, 2019.
but not limited to reasonable fees and charges of engineers, architects,
attorneys, and other professionals, and reasonable court or arbitration
or other dispute resolution costs) caused solely by the negligent acts or
omissions of CLIENT or CLIENT's officers, directors, partners,
employees, and consultants with respect to this Agreement.
c. In addition to the indemnity provided under paragraph 5.b. of this
Exhibit, and to the fullest extent permitted by law, CLIENT shall
indemnify and hold harmless AE2S and AE2S's officers, directors,
partners, employees, and consultants from and against injuries, losses,
damages and expenses (including but not limited to all fees and charges
of engineers, architects, attorneys, and other professionals, and all court
or arbitration or other disputes resolution costs) caused by, arising out
of, or resulting from Hazardous Environmental Condition, provided
that (i) any such injuries, losses, damages and expenses are attributable
to bodily injury, sickness, disease, or death, or to injury to or destruction
of tangible property, including the loss of use resulting therefrom, and
(ii) nothing in this paragraph 5.c. shall obligate CLIENT to indemnify
any individual or entity to the extent of that individual or entity's own
negligence or willful misconduct.
d. To the fullest extent permitted by law, notwithstanding any other
provision of this Agreement, 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 a Specific Project or Task Order, or this
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 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).
6. Termination of Contract
Either parry may at any time, upon seven days prior written notice to
the other party, terminate this Agreement. Upon such termination,
CLIENT shall pay to AE2S all amounts owing to AE2S under this
Agreement, for all work performed up to the effective date of
termination, plus reasonable tennination costs.
7. Access
CLIENT shall arrange for safe access to and make all provisions for
AE2S and AE2S's Consultants to enter upon public and private
property as required for AE2S to perform services under this
Agreement.
8. Hazardous Environmental Conditions
It is acknowledged by both parties that AE2S's scope of services does
not include any services related to a "Hazardous Environmental
Condition," i.e, the presence at the site of asbestos, PCBs, petroleum,
hazardous waste, or radioactive materials in such quantities or
circumstances that may present a substantial danger to persons or
property exposed thereto in connection with the Assignment. In the
event AE2S or any other party encounters a Hazardous Environmental
Condition, AE2S may, at its option and without liability for
consequential or any other damages, suspend performance of services
on the portion of the Assignment affected thereby until CLIENT: (i)
retains appropriate specialist consultant(s) or contractor(s) to identify
and, as appropriate, abate, remediate, or remove the Hazardous
Environmental Condition; and (ii) wan -ants drat the site is in full
compliance with applicable laws and regulations. CLIENT
acknowledges that AE2S is performing professional services for
CLIENT and that AE2S is not and shall not be required to become an
"arranger," "operator," "generator," or "transporter" of hazardous
substances, as defined in the Comprehensive Environmental Response,
Compensation, and Liability Act of 1990 (CERCLA), which are or may
be encountered at or near the site in connection with AE2S's activities
under this Agreement.
Patents
AE2S shall not conduct patent searches in connection with its services
under this Agreement and assumes no responsibility for any patent or
copyright infringement arising therefrom. Nothing in this Agreement
shall be construed as a warranty or representation that anything made,
used, or sold arising out ofthe services performed under this Agreement
will be free from infringement of patents or copyrights,
10. Ownership and Reuse of Documents
All documents prepared or furnished by AE2S pursuant to this
Agreement are the property of the CLIENT. Reuse of any such
documents by CLIENT shall be at CLIENT's sole risk; and CLIENT
agrees to indemnify, and hold AE2S harmless from all claims,
damages, and expenses including attorney's fees arising out of such
reuse of documents by CLIENT or by others acting through CLIENT.
11. Use of Electronic Media
a. Copies of Documents that may be relied upon by CLIENT are
limited to the printed copies (also known as hard copies) that are
signed or sealed by the AE2S. Files in electronic media format
of text, data, graphics, or of other types that are furnished by
AE2S to CLIENT are only for convenience of CLIENT. Any
conclusion or information obtained or derived from such
electronic files will be at the user's sole risk.
When transferring documents in electronic media format, AE2S
makes no representations as to long-term compatibility, usability,
or readability of documents resulting from the use of software
application packages, operating systems, or computer hardware
differing from those used by AE2S at the beginning of this
Assignment.
If there is a discrepancy between the electronic files and the hard
copies, the hard copies govern.
Because data stored in electronic media format can deteriorate or
be modified inadvertently or otherwise without authorization of
the data's creator, the party receiving electronic files agrees that
it will perform acceptance tests or procedures within 60 days,
after which the receiving party shall be deemed to have accepted
the data thus transferred. Any en -ors detected within the 60 -day
acceptance period will be corrected by the party delivering the
electronic files. AE2S shall not be responsible to maintain
documents stored in electronic media format after acceptance by
CLIENT.
12. Force Majeure
AE2S shall not be liable for any loss or damage due to failure or delay
in rendering any service called for under this Agreement resulting from
any cause beyond AE2S's reasonable control.
13. Assignment
Neither party shall assign its rights, interests or obligations under this
Agreement without the express written consent of the other party.
14. Binding Effect
This Agreement shall bind, and the benefits thereof shall inure to the
respective parties hereto, their legal representatives, executors,
administrators, successors, and assigns.
15. Severability and Waiver of Provisions
Any provision or part of the Agreement held to be void or
unenforceable under any laws or regulations shall be deemed stricken,
and all remaining provisions shall continue to be valid and binding
upon CLIENT and AE2S, who agree that the Agreement shall be
reformed to replace such stricken provision or part thereof with a valid
and enforceable provision that comes as close as possible to expressing
the intention of the stricken provision. Non -enforcement of any
provision by either party shall not constitute a waiver ofthat provision,
nor shall it affect the enforceability of that provision or ofthe remainder
ofthis Agreement.
16. Survival
All express representations, indemnifications, or limitations of liability
included in this Agreement will survive its completion or termination
for any reason.
17. Headings
The headings used in this Agreement are for general reference only and
do not have special significance.
18. Controlling Law
This Agreement is to be governed by the law ofthe State of Minnesota.
19. Notices
Any notice required under this Agreement will be in writing, addressed
to the appropriate party at its address on the signature page and given
personally, or by registered or certified mail postage prepaid, or by a
commercial courier service. All notices shall be effective upon the date
of receipt.
Exhibit A - Standard Terms and Conditions
Page 2 of 2
www.ae2s.coni
January 7, 2019
Kurt Neidermeier
Utility Manager
13400 901" Street NE
Otsego, MN 55330
RE: Letter Agreement between Owner and Engineer
City of Otsego, MN — Well 8 Controls Improvements
Dear Mr. Neidermeier,
Advanced Engineering and Environmental Services, Inc. (AE2S) proposes to render professional services for
programmable logic controller (PLC) and Supervisory Control and Data Acquisition (SCADA) programming
services associated with Well 8 to the City of Otsego (CLIENT).
This Agreement, including Exhibit A, sets forth the terms and conditions under which the CLIENT and AE2S shall
be governed regarding the Assignment.
Scope of Basic Services
AE2S will perform the following tasks:
1. Procure and install Ethernet -capable Allen-Bradley 1769-L16ER-BB 1B PLC and expansion input/output
(1/0) modules. This will replace the existing Allen-Bradley MicroLogix 1500 PLC, which is no longer
supported and has been determined "end of life" by manufacturer.
2. Procure and install Ethernet -capable Allen-Bradley Panelview Plus 7 series 6" operator interface.
3. Procure and install Ethernet switch.
4. Procure and install upgraded 24 VDC power supply.
5. Record wiring modifications on existing control panel drawings.
6. Perform PLC programming to achieve the following:
a. Pump speed control option based upon variable frequency drive (VFD) speed setpoint.
b. Drawdown level monitoring and trending.
c. Flow monitoring and trending.
d. Flow totalization (today, yesterday, cumulative).
e. Pump runtime with start counts (today, yesterday, cumulative).
f. Alarming to include enable/disable control and consist of the following alarms:
i. SCADA Communication Failure.
ii. Control Panel Intrusion.
iii. Phase Failure.
iv. Control Power Failure.
v. UPS Power Not Available.
vi. Pump VFD Fault.
vii. Pump Required and Not Running.
viii. Pump Low Flow.
ix. Low Drawdown Level.
7. Perform operator interface programming to allow local data monitoring and controls adjustments.
8. Create data mapping and messaging within master West Tower PLC for SCADA and alarming purposes.
E-100 03/2016
Advanced Engineering and Environmental Services, Inc.
6901 East Fish Lake Road, Suite 184 • Water Tower Place Business Center • Maple Grove, MN 55369 • 763-463-5036
RE: Letter Agreement for City of Otsego
City of Otsego, MN — Well 8 Controls Improvements
January 7, 2019
Page 2 of 4
9. Create data mapping within West Wastewater Treatment Facility (WWTF) PLC for SCADA and alarming
purposes.
10. Create data mapping within East WWTF PLC for SCADA and alarming purposes.
11. Modify SCADA graphics within West WWTF to allow data monitoring and controls adjustments.
12. Modify SCADA graphics within East WWTF to allow data monitoring and controls adjustments.
13. Configure alarming within Win -911 alarm notification software.
14. System testing and commissioning.
15. Provide CLIENT with PLC programs and documentation.
Additional Services
Services resulting from significant changes in the general scope, extent, or character of the Assignment are not
included as a part of the Scope of Basic Services. If authorized in writing by the CLIENT, AE2S will provide
services beyond the scope of this Agreement on an hourly basis.
CLIENT's Responsibilities
CLIENT shall do the following in a timely manner, so as not to delay the services of AE2S:
1. Designate a person to act as CLIENT's representative with respect to the services to be rendered under
this Agreement. Such person shall have authority to transmit instructions, receive information, and
interpret and define CLIENT's policies and decisions with respect to services for the Assignment.
2. Provide access to the relevant sites sufficient for AE2S to perform its services under this Agreement.
3. CLIENT shall, so long as AE2S is not in default, promptly pay AE2S for such services as have been
performed satisfactorily hereunder in accordance with the fee terms set forth herein.
CLIENT shall bear all costs incident to compliance with its responsibilities pursuant to this section.
Fees
AE2S shall render services under this Agreement on an hourly basis not to exceed $21,540 without written
authorization from CLIENT, including reimbursement for all project related expenses.
Task
Professional Fees
PLC Installation —10 howl
$1,780
Operator Inte ace Installation — 4 hours
$712
Ethernet Switch Installation — 2 hours
$356
Update Record Drawings — 2 hours
$356
PLC Programming Services — Well 8 —16 hours
$2,848
PLC Programming Services— West Tower, West WWTF, East WWTF— 20 hours
$3,560
Operator Inte ace Programming Services — 8 hours
$1,424
SCADA Programming Set -vices —10 hours
$1,780
Testing and Commissioning — 8 hours
$1,424
Total Professional Services
$14,240
RE: Letter Agreement for City of Otsego
City of Otsego, MN — Well 8 Controls Improvements
January 7, 2019
Page 3 of 4
Reimbursables
Cost
A llen-Bradley Cont actLo ix PLC and I/O Modules
$3,000
Allen-Bradley Panelview Plus 7 Series 6" O erator Inter ace
$1,650
Cisco Managed Ethernet Switch
$1,250
24 VDC Power Supply
$400
Mileage and Supplies (Relays, Terminals, Fuseholders, Wire, Etc.
$1,000
Total Reimbursables
$7,3001
Anticipated Proiect Schedule
AE2S proposes completion of the proposed Scope of Services by July 31 st, 2019, anticipating authorization by
January 31 st, 2019.
RE: Letter Agreement for City of Otsego
City of Otsego, MN — Well 8 Controls Improvements
January 7, 2019
Page 4 of 4
Contract Documents
This Agreement includes the following documents, incorporated herein by reference:
1. Exhibit A - Terms and Conditions;
2. All other attached Exhibits referenced in this Agreement;
3. Any drawings or specifications provided by the CLIENT in writing; and
4. Any duly executed written amendments.
There are no contract documents other than this Agreement and those documents listed above.
If this Agreement sets forth your understanding of our agreement, including the scope of work desired, fees, terms,
and conditions, please sign in the space provided and return a copy to AE2S. Thank you for the opportunity to
assist in this project and we look forward to working with you.
Sincerely,
AE2S
Allen Dostall
Instrumentation and Controls Specialist
CLIENT
Accepted this day of
Name (Print):
Aaron Vollmer, P.E.
Operations Manager Title:
Standard Terms and Conditions
The agreement is supplemented to include the following Agreement of
the parties:
Standard of Care
a. Tile standard of care for all professional services performed or
famished by AE2S under this Agreement will be the care and skill
ordinarily used by members of AE2S's profession practicing under
similar circumstances at the same time and in the same locality. AE2S
makes no warranties, express or implied, under this Agreement or
otherwise, in connection with AE2S's services.
b. CLIENT shall be responsible for, and AE2S may rely upon, the
accuracy and completeness ofall requirements, programs, instructions,
reports, data, and other information fimrished by CLIENT to AE2S
pursuant to this Agreement. AE2S may use such requirements, reports,
data, and information in performing or famishing services under this
Agreement.
Independent Contractor
All duties and responsibilities undertaken pursuant to this Agreement
will be for the sole and exclusive benefit of CLIENT and AE2S and not
for the benefit of any other party. Nothing contained in this Agreement
shall create a contractual relationship with or a cause of action in favor
of a third party against either CLIENT or AE2S. AE2S's services under
this Agreement are being performed solely for CLIENT's benefit, and
no other entity shall have any claim against AE2S because of this
Agreement or the performance or nonperformance of services
hereunder.
Payments to AE2S
Invoices will be prepared in accordance with AE2S's standard
invoicing practices and will be submitted to CLIENT by AE2S
monthly, unless otherwise agreed. Invoices are due and payable within
30 days of receipt. If CLIENT fails to make any payment due AE2S
for services and expenses within 30 days after receipt of AE2S's
invoice therefore, the amounts due AE2S will be increased at the rate
of 1.0% per month (or the maximum rate of interest permitted by law,
if less) from said thirtieth day. In addition, AE2S may, after giving
seven days written notice to CLIENT, suspend services under this
Agreement until AE2S has been paid in full all amounts due for
services, expenses, and other related charges.
Insurance
AE2S will maintain insurance coverage for Workers' Compensation,
General Liability, and Automobile Liability and will provide
certificates of insurance to CLIENT.
Indemnification and Allocation of Risk
a. To the fullest extent permitted by law, AE2S shall indemnify and
hold harmless CLIENT, CLIENT's officers, directors, partners, and
employees from and against costs, losses, and damages (including but
not limited to reasonable fees and charges of engineers, architects,
attorneys, and other professionals, and reasonable court or arbitration
or other dispute resolution costs) caused solely by the negligent acts or
omissions of AE2S or AE2S's officers, directors, partners, employees,
mid consultants in the performance of AE2S's services corder this
Agreement.
b. To the fullest extent permitted by law, CLIENT shall indemnify and
hold harmless AMS, AE2S's officers, directors, partners, employees,
and consultants from and against costs, losses, and damages (including
This is EXHIBIT A, consisting of 2 pages, referred to in and part of
the Agreement between CLIENT and AE2S dated January 7, 2019.
but not limited to reasonable fees and charges of engineers, architects,
attorneys, and other professionals, and reasonable court or arbitration
or other dispute resolution costs) caused solely by the negligent acts or
omissions of CLIENT or CLIENT's officers, directors, partners,
employees, and consultants with respect to this Agreement.
c. In addition to the indemnity provided under paragraph 5.b. of this
Exhibit, and to the fullest extent permitted by law, CLIENT shall
indemnify and hold harmless AE2S and AE2S's officers, directors,
partners, employees, and consultants from and against injuries, losses,
damages and expenses (including but not limited to all fees and charges
of engineers, architects, attorneys, and other professionals, and all court
or arbitration or other disputes resolution costs) caused by, arising out
of, or resulting from Hazardous Environmental Condition, provided
that (i) any such injuries, losses, damages and expenses are attributable
to bodily injury, sickness, disease, or death, or to injury to or destruction
of tangible property, including the loss of use resulting therefrom, and
(ii) nothing in this paragraph 5.c. shall obligate CLIENT to indemnify
any individual or entity to the extent of that individual or entity's own
negligence or willful misconduct.
d. To the fullest extent pennitted by law, notwithstanding any other
provision of this Agreement, 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 a Specific Project or Task Order, or this
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 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).
6. Termination of Contract
Either party may at any time, upon seven days prior written notice to
the other party, terminate this Agreement. Upon such termination,
CLIENT shall pay to AE2S all amounts owing to AE2S under this
Agreement, for all work performed up to the effective date of
termination, plus reasonable termination costs.
Access
CLIENT shall arrange for safe access to and make all provisions for
AE2S and AE2S's Consultants to enter upon public and private
property as required for AE2S to perform services under this
Agreement.
Hazardous Environmental Conditions
It is acknowledged by both parties that AE2S's scope of services does
not include any services related to a "Hazardous Environmental
Condition," i.e. the presence at the site of asbestos, PCBs, petroleum,
hazardous waste, or radioactive materials in such quantities or
circumstances that may present a substantial danger to persons or
property exposed thereto in connection with the Assignment. In the
event AE2S or any other party encounters a Hazardous Environmental
Condition, AE2S may, at its option and without liability for
consequential or any other damages, suspend performance of services
on the portion of the Assignment affected thereby until CLIENT: (i)
retains appropriate specialist consultant(s) or contractor(s) to identify
and, as appropriate, abate, remediate, or remove the Hazardous
Environmental Condition; and (ii) warrants that the site is in full
compliance with applicable laws and regulations. CLIENT
acknowledges that AE2S is performing professional services for
CLIENT and that AE2S is not and shall not be required to become an
"arranger," "operator," "generator," or "transporter" of hazardous
substances, as defined in the Comprehensive Environmental Response,
Compensation, and Liability Act of 1990 (CERCLA), which are ormay
be encountered at or near the site in connection with AE2S's activities
under this Agreement.
Patents
AE2S shall not conduct patent searches in connection with its services
under this Agreement and assumes no responsibility for any patent or
copyright infringement arising therefrom. Nothing in this Agreement
shall be construed as a warranty or representation that anything made,
used, or sold arising out of the services performed under this Agreement
will be free from infringement of patents or copyrights.
10. Ownership and Reuse of Documents
All documents prepared or furnished by AE2S pursuant to this
Agreement are the property of the CLIENT. Reuse of any such
documents by CLIENT shall be at CLIENT's sole risk; and CLIENT
agrees to indemnify, and hold AE2S harmless from all claims,
damages, and expenses including attorney's fees arising out of such
reuse of documents by CLIENT or by others acting through CLIENT.
11. Use of Electronic Media
a. Copies of Documents that may be relied upon by CLIENT are
limited to the printed copies (also known as hard copies) that are
signed or sealed by the AE2S. Files in electronic media format
of text, data, graphics, or of other types that are furnished by
AE2S to CLIENT are only for convenience of CLIENT. Any
conclusion or information obtained or derived from such
electronic files will be at the user's sole risk.
When transferring documents in electronic media format, AE2S
makes no representations as to long-term compatibility, usability,
or readability of documents resulting firom the use of software
application packages, operating systems, or computer hardware
differing from those used by AE2S at the beginning of this
Assignment.
If there is a discrepancy between the electronic files and the hard
copies, the hard copies govern.
Because data stored in electronic media format can deteriorate or
be modified inadvertently or otherwise without authorization of
the data's creator, the panty receiving electronic files agrees that
it will perform acceptance tests or procedures within 60 days,
after which the receiving party shall be deemed to have accepted
the data thus transferred. Any en -ors detected within the 60 -day
acceptance period will be corrected by the party delivering the
electronic files. AE2S shall not be responsible to maintain
documents stored in electronic media format after acceptance by
CLIENT.
12. Force Majeure
AE2S shall not be liable for any loss or damage due to failure or delay
in rendering any service called for under this Agreement resulting from
any cause beyond AE2S's reasonable control.
13. Assignment
Neither party shall assign its rights, interests or obligations under this
Agreement without the express written consent of the other party.
14. Binding Effect
This Agreement shall bind, and the benefits thereof shall inure to the
respective parties hereto, their legal representatives, executors,
administrators, successors, and assigns.
15. Severability and Waiver of Provisions
Any provision or part of the Agreement held to be void or
unenforceable under any laws or regulations shall be deemed stricken,
and all remaining provisions shall continue to be valid and binding
upon CLIENT and AE2S, who agree that the Agreement shall be
reformed to replace such stricken provision or part thereof with a valid
and enforceable provision that comes as close as possible to expressing
the intention of the stricken provision. Non -enforcement of any
provision by either party shall not constitute a waiver of that provision,
nor shall it affect the enforceability ofthat provision or ofthe remainder
of this Agreement.
16. Survival
All express representations, indemnifications, or limitations of liability
included in this Agreement will survive its completion or termination
for any reason.
17. Headings
The headings used in this Agreement are for general reference only and
do not have special significance.
18. Controlling Law
This Agreement is to be governed by the law of the State of Minnesota.
19. Notices
Any notice required under this Agreement will be in writing, addressed
to the appropriate party at its address on the signature page and given
personally, or by registered or certified mail postage prepaid, or by a
commercial courier service. All notices shall be effective upon the date
of receipt.
Exhibit A - Standard Terms and Conditions
Page 2 of 2
www.ae2s.com
January 7, 2019
Kurt Neidermeier
Utility Manager
13400 9011, Street NE
Otsego, MN 55330
RE: Letter Agreement between Owner and Engineer
City of Otsego, MN — Wellhouse 1 Controls Improvements
Dear Mr. Neidermeier,
Advanced Engineering and Environmental Services, Inc. (AE2S) proposes to render professional services for
programmable logic controller (PLC) and Supervisory Control and Data Acquisition (SCADA) programming
services associated with Wellhouse 1 to the City of Otsego (CLIENT).
This Agreement, including Exhibit A, sets forth the terms and conditions under which the CLIENT and AE2S shall
be governed regarding the Assignment.
Scone of Basic Services
AE2S will perform the following tasks:
1. Procure and install Ethernet -capable Allen-Bradley 1769-L18ER-BB1B CompactLogix programmable
PLC and expansion input/output (1/0) modules. This will replace the existing Allen-Bradley SLC 5/03
PLC, which is no longer supported and has been determined "end of life" by manufacturer.
2. Procure and install Ethernet -capable Allen-Bradley Panelview Plus 7 series 6" operator interface.
3. Procure and install Ethernet switch.
4. Procure and install upgraded 24 VDC power supply.
5. Record wiring modifications on existing control panel drawings.
6. Perform PLC programming to achieve the following:
a. Pumps speed control option based upon variable frequency drive (VFD) speed setpoint.
b. Drawdown levels monitoring and trending.
c. Flow monitoring and trending.
d. Flow totalization (today, yesterday, cumulative).
e. Pump runtimes with start counts (today, yesterday, cumulative).
f. Alarming to include enable/disable control and consist of the following alarms:
i. SCADA Communication Failure.
ii. Control Panel Intrusion.
iii. Phase Failure.
iv. Control Power Failure.
v. UPS Power Not Available.
vi. Chemical Room Low Temp.
vii. Chlorine Leak.
viii. Chlorine Pump Fail.
ix. Pump VFD Fault (Well 2 and Well 6).
x. Pump Required and Not Running (Well 2 and Well 6).
xi. Pump Low Flow (Well 2 and Well 6)
E-100 03/2016
Advanced Engineering and Environmental Services, Inc.
6901 East Fish Lake Road, Suite 184 • Water Tower Place Business Center - Maple Grove, MN 55369 - 763-463-5036
RE: Letter Agreement for City of Otsego
City of Otsego, MN — Wellhouse 1 Controls Improvements
January 7, 2019
Page 2 of 4
xii. Low Drawdown Level (Well 2 and Well 6)
7. Perform operator interface programming to allow local data monitoring and controls adjustments.
8. Create data snapping and messaging within master West Tower PLC for SCADA and alarming purposes.
9. Create data mapping within West Wastewater Treatment Facility (WWTF) PLC for SCADA and alarming
purposes.
10. Create data mapping within East WWTF PLC for SCADA and alarming purposes.
11. Modify SCADA graphics within West WWTF to allow data monitoring and controls adjustments.
12. Modify SCADA graphics within East WWTF to allow data monitoring and controls adjustments.
13. Configure alarming within Win -911 alarm notification software.
14. System testing and commissioning.
15. Provide CLIENT with PLC programs and documentation.
Additional Services
Services resulting from significant changes in the general scope, extent, or character of the Assignment are not
included as a part of the Scope of Basic Services. If authorized in writing by the CLIENT, AE2S will provide
services beyond the scope of this Agreement on an hourly basis.
CLIENT's Responsibilities
CLIENT shall do the following in a timely manner, so as not to delay the services of AE2S:
1. Designate a person to act as CLIENT's representative with respect to the services to be rendered under
this Agreement. Such person shall have authority to transmit instructions, receive information, and
interpret and define CLIENT's policies and decisions with respect to services for the Assignment.
2. Provide access to the relevant sites sufficient for AE2S to perform its services under this Agreement.
3. CLIENT shall, so long as AE2S is not in default, promptly pay AE2S for such services as have been
performed satisfactorily hereunder in accordance with the fee terms set forth herein.
CLIENT shall bear all costs incident to compliance with its responsibilities pursuant to this section.
Fees
AE2S shall render services under this Agreement on an hourly basis not to exceed $26,638 without written
authorization fiom CLIENT, including reimbursement for all project related expenses.
Task
Professional Fees
PLC Installation —12 hours
$2,136
Operator Inte ace bzstallation — 4 hours
$712
Ethernet Stivitch Installation — 2 hours
$356
Update Record Drawings — 4 hours
$712
PLC Programming Services — Wellhouse I — 24 hours
$4,272
PLC Programming Services — West Tower, West WWTF, East WWTF— 20 hours
$3,560
Operator Interfike Programming Services — 8 hours
$1,424
SCADA Programming Services —14 hours
$2,492
Testing and Commissioning— 8 hours
$1,424
RE: Letter Agreement for City of Otsego
City of Otsego, MN — Wellhouse 1 Controls Improvements
January 7, 2019
Page 3 of 4
Total Professional Services $17 088
Reimbursables
Cost
A llen-Bradley Cont actLo ix PLC and I/O Modules
$4,750
Allen-Bradley Panelview Plus 7 Series 6" Operator Interface
$1,650
Cisco Managed Ethernet Switch
$1,250
24 VDCPower Supply
$400
Mileage and Su lies (Relays, Terminals, Fuseholders, Wire, Etc.
$1,500
Total Reimbursables
$9,550
Anticivated Proiect Schedule
AE2S proposes completion of the proposed Scope of Services by July 31 st, 2019, anticipating authorization by
January 31 st, 2019.
RE: Letter Agreement for City of Otsego
City of Otsego, MN — Wellhouse 1 Controls Improvements
January 7, 2019
Page 4 of 4
Contract Documents
This Agreement includes the following documents, incorporated herein by reference:
1. Exhibit A - Terms and Conditions;
2. All other attached Exhibits referenced in this Agreement;
3. Any drawings or specifications provided by the CLIENT in writing; and
4. Any duly executed written amendments.
There are no contract documents other than this Agreement and those documents listed above.
If this Agreement sets forth your understanding of our agreement, including the scope of work desired, fees, terms,
and conditions, please sign in the space provided and return a copy to AE2S. Thank you for the opportunity to
assist in this project and we look forward to working with you.
Sincerely,
AE2S CLIENT
Allen Dostall
Instrumentation and Controls Specialist
Accepted this day of
0
Name (Print):
Aaron Vollmer, P.E.
Operations Manager Title:
Standard Terms and Conditions
The agreement is supplemented to include the following Agreement of
the parties:
Standard of Care
a. The standard of care for all professional services performed or
fumished by AE2S under this Agreement will be the care and skill
ordinarily used by members of AE2S's profession practicing under
similar circumstances at the same time and in the same locality. AE2S
makes no warranties, express or implied, under this Agreement or
otherwise, in connection with AE2S's services.
b. CLIENT shall be responsible for, and AE2S may rely upon, the
accuracy and completeness of all requirements, programs, instructions,
reports, data, and other information furnished by CLIENT to AE2S
pursuant to this Agreement. AE2S may use such requirements, reports,
data, and information in performing or furnishing services under this
Agreement.
2. Independent Contractor
All duties and responsibilities undertaken pursuant to this Agreement
will be for the sole and exclusive benefit of CLIENT and AE2S and not
for the benefit of any other party. Nothing contained in this Agreement
shall create a contractual relationship with or a cause of action in favor
of a third party against either CLIENT or AE2S. AE2S's services under
this Agreement are being performed solely for CLIENT's benefit, and
no other entity shall have any claim against AE2S because of this
Agreement or the performance or nonperformance of services
hereunder.
Payments to AE2S
Invoices will be prepared in accordance with AE2S's standard
invoicing practices and will be submitted to CLIENT by AE2S
monthly, unless otherwise agreed. Invoices are due and payable within
30 days of receipt. If CLIENT fails to make any payment due AE2S
for services and expenses within 30 days after receipt of AE2S's
invoice therefore, the amounts due AE2S will be increased at the rate
of 1.0% per month (or the maximum rate of interest permitted by law,
if less) from said thirtieth day. In addition, AMS may, after giving
seven days written notice to CLIENT, suspend services under this
Agreement until AE2S has been paid in full all amounts due for
services, expenses, and other related charges.
4. Insurance
AE2S will maintain insurance coverage for Workers' Compensation,
General Liability, and Automobile Liability and will provide
certificates of insurance to CLIENT.
5. Indemnification and Allocation of Risk
a. To the fullest extent permitted by law, AE2S shall indemnify and
bold harmless CLIENT, CLIENTS officers, directors, partners, and
employees from and against costs, losses, and damages (including but
not limited to reasonable fees and charges of engineers, architects,
attorneys, and other professionals, and reasonable court or arbitration
or other dispute resolution costs) caused solely by the negligent acts or
omissions of AE2S or AE2S's officers, directors, partners, employees,
and consultants in the performance of AE2S's services under this
Agreement.
b. To the fullest extent permitted by law, CLIENT shall indemnify and
hold harmless AE2S, AE2S's officers, directors, partners, employees,
and consultants from and against costs, losses, and damages (including
This is EXHIBIT A, consisting of 2 pages, referred to in and part of
the Agreement between CLIENT and AE2S dated January 7, 2019.
but not limited to reasonable fees and charges of engineers, architects,
attorneys, and other professionals, and reasonable court or arbitration
or other dispute resolution costs) caused solely by the negligent acts or
omissions of CLIENT or CLIENT's officers, directors, partners,
employees, and consultants with respect to this Agreement.
c. In addition to the indemnity provided under paragraph 5.b. of this
Exhibit, and to the fullest extent permitted by law, CLIENT shall
indemnify and hold harmless AE2S and AE2S's officers, directors,
partners, employees, and consultants from and against injuries, losses,
damages and expenses (including but not limited to all fees and charges
of engineers, architects, attorneys, and other professionals, and all court
or arbitration or other disputes resolution costs) caused by, arising out
of, or resulting from Hazardous Environmental Condition, provided
that (i) any such injuries, losses, damages and expenses are attributable
to bodily injury, sickness, disease, or death, or to injury to or destruction
of tangible property, including the loss of use resulting therefrom, and
(ii) nothing in this paragraph 5.c. shall obligate CLIENT to indemnify
any individual or entity to the extent of that individual or entity's own
negligence or willful misconduct.
d. To the fullest extent pennitted by law, notwithstanding any other
provision of this Agreement, the total liability, in the aggregate, of
Engineer and Engineer's officers, directors, partners, employees,
agents, and Engineers Consultants, and any of them, to Owner acrd
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 a Specific Project or Task Order, or this
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 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).
6. Termination of Contract
Either party may at any time, upon seven days prior written notice to
the other party, terminate this Agreement. Upon such termination,
CLIENT shall pay to AE2S all amounts owing to AE2S under this
Agreement, for all work performed up to the effective date of
termination, plus reasonable termination costs.
7. Access
CLIENT shall arrange for safe access to and make all provisions for
AE2S and AE2S's Consultants to enter upon public and private
property as required for AE2S to perform services under this
Agreement.
8. Hazardous Environmental Conditions
It is acknowledged by both parties that AE2S's scope of services does
not include any services related to a "Hazardous Environmental
Condition," i.e. the presence at the site of asbestos, PCBs, petroleum,
hazardous waste, or radioactive materials in such quantities or
circumstances that may present a substantial danger to persons or
property exposed thereto in connection with the Assignment. In the
event AE2S or any other party encounters a Hazardous Environmental
Condition, AE2S may, at its option and without liability for
consequential or any other damages, suspend performance of services
on the portion of the Assignment affected thereby until CLIENT: (i)
retains appropriate specialist consultant(s) or contractor(s) to identify
and, as appropriate, abate, remediate, or remove the Hazardous
Environmental Condition; and (ii) warrants that the site is in full
compliance with applicable laws and regulations. CLIENT
acknowledges that AE2S is performing professional services for
CLIENT and that AE2S is not and shall not be required to become an
"arranger," "operator," "generator," or "transporter" of hazardous
substances, as defined in the Comprehensive Environmental Response,
Compensation, and Liability Act of 1990 (CERCLA), which are ormay
be encountered at or near the site in connection with AE2S's activities
under this Agreement.
Patents
AE2S shall not conduct patent searches in connection with its services
under this Agreement and assumes no responsibility for any patent or
copyright infringement arising therefrom. Nothing in this Agreement
shall be construed as a warranty or representation that anything made,
used, or sold arising out oftlre services performed underthis Agreement
will be free from infringement ofpatents or copyrights.
10. Ownership and Reuse of Documents
All documents prepared or furnished by AE2S pursuant to this
Agreement are the property of the CLIENT. Reuse of any such
documents by CLIENT shall be at CLIENTS sole risk; and CLIENT
agrees to indemnify, and hold AE2S harmless from all claims,
damages, and expenses including attorney's fees arising out of such
reuse of documents by CLIENT or by others acting through CLIENT.
11. Use of Electronic Media
a. Copies of Documents that may be relied upon by CLIENT are
limited to the printed copies (also known as bard copies) that are
signed or sealed by the AE2S. Files in electronic media format
of text, data, graphics, or of other types that are famished by
AE2S to CLIENT are only for convenience of CLIENT. Any
conclusion or information obtained or derived from such
electronic files will be at the user's sole risk.
When transferring documents in electronic media format, AE2S
makes no representations as to long-term compatibility, usability,
or readability of documents resulting from the use of software
application packages, operating systems, or computer hardware
differing from those used by AE2S at the beginning of this
Assignment.
If there is a discrepancy between the electronic files and the hard
copies, the hard copies govern.
Because data stored in electronic media format can deteriorate or
be modified inadvertently or otherwise without authorization of
the data's creator, the party receiving electronic files agrees that
it will perform acceptance tests or procedures within 60 days,
after which the receiving party shall be deemed to have accepted
the data thus transferred. Any errors detected within the 60 -day
acceptance period will be corrected by the party delivering the
electronic files. AE2S shall not be responsible to maintain
documents stored in electronic media format after acceptance by
CLIENT.
12. Force Majeure
AE2S shall not be liable for any loss or damage due to failure or delay
in rendering any service called for under this Agreement resulting from
any cause beyond AE2S's reasonable control.
13. Assignment
Neither party shall assign its rights, interests or obligations under this
Agreement without the express written consent of the other party.
14. Binding Effect
This Agreement shall bind, and the benefits thereof shall inure to the
respective parties hereto, their legal representatives, executors,
administrators, successors, and assigns.
15. Severability and Waiver of Provisions
Any provision or part of the Agreement held to be void or
unenforceable under any laws or regulations shall be deemed stricken,
and all remaining provisions shall continue to be valid and binding
upon CLIENT and AE2S, who agree that the Agreement shall be
reformed to replace such stricken provision or part thereof with a valid
and enforceable provision that comes as close as possible to expressing
the intention of the stricken provision. Non -enforcement of any
provision by either party shall not constitute a waiver ofthat provision,
nor shall it affect the enforceability ofthat provision or ofthe remainder
of this Agreement.
16. Survival
All express representations, indemnifications, or limitations of liability
included in this Agreement will survive its completion or termination
for any reason.
17. Headings
Tire headings used in this Agreement are for general reference only and
do not have special significance.
18. Controlling Law
This Agreement is to be governed by the law oftlre State of Minnesota.
19. Notices
Any notice required under this Agreement will be in writing, addressed
to the appropriate party at its address on the signature page and given
personally, or by registered or certified mail postage prepaid, or by a
commercial courier service. All notices shall be effective upon the date
of receipt.
Exhibit A - Standard Terms and Conditions
Page 2 of 2
www.ae2s.coni
January 8, 2019
Kurt Neidermeier
Utility Manager
13400 901" Street NE
Otsego, MN 55330
RE: Letter Agreement between Owner and Engineer
City of Otsego, MN — Tower 3 Controls Improvements
Dear Mr. Neidermeier,
Advanced Engineering and Environmental Services, Inc. (AE2S) proposes to render professional services for
programmable logic controller (PLC) and Supervisory Control and Data Acquisition (SCADA) programming
services associated with Tower 3 to the City of Otsego (CLIENT).
This Agreement, including Exhibit A, sets forth the terms and conditions under which the CLIENT and AE2S shall
be governed regarding the Assignment.
Scone of Basic Services
AE2S will perform the following tasks:
1. Procure and install Ethernet -capable Allen-Bradley 1769-L16ER-BB1B CompactLogix PLC and
expansion input/output (UO) modules. This will replace the existing Allen-Bradley MicroLogix 1500
PLC, which is no longer supported and has been determined "end of life" by manufacturer.
2. Procure and install digital tower level indicator in control panel door.
3. Procure and install Ethernet switch.
4. Procure and install upgraded 24 VDC power supply.
5. Record wiring modifications on existing control panel drawings.
6. Perform PLC programming to achieve the following:
a. Tower level monitoring and trending.
b. Alarming to include enable/disable control and consist of the following alarms:
i. SCADA Communication Failure.
ii. Control Panel Intrusion.
iii. Control Power Failure.
iv. UPS Power Not Available.
v. Control Panel Low Temperature.
vi. High Tower Level.
vii. Low Tower Level.
7. Create data snapping and messaging within master West Tower PLC for SCADA and alarming purposes.
8. Create data mapping within West Wastewater Treatment Facility (WWTF) PLC for SCADA and alarming
purposes.
9. Create data mapping within East WWTF PLC for SCADA and alarming purposes.
10. Modify SCADA graphics within West WWTF to allow data monitoring and setpoints adjustments.
11. Modify SCADA graphics within East WWTF to allow data monitoring and setpoints adjustments.
12. Configure alarming within Win -911 alarm notification software.
13. System testing and commissioning.
E-100 03/2016
Advanced Engineering and Environmental Services, Inc,
6901 East Fish Lake Road, Suite 184 • Water Tower Place Business Center - Maple Grove, MN 55369 • 763-463-5036
RE: Letter Agreement for City of Otsego
City of Otsego, MN — Tower 3 Controls Improvements
January 8, 2019
Page 2 of 3
14. Provide CLIENT with PLC programs and documentation.
Additional Services
Services resulting from significant changes in the general scope, extent, or character of the Assignment are not
included as a part of the Scope of Basic Services. If authorized in writing by the CLIENT, AE2S will provide
services beyond the scope of this Agreement on an hourly basis.
CLIENT's Responsibilities
CLIENT shall do the following in a timely manner, so as not to delay the services of AE2S:
1. Designate a person to act as CLIENT's representative with respect to the services to be rendered under
this Agreement. Such person shall have authority to transmit instructions, receive information, and
interpret and define CLIENT's policies and decisions with respect to services for the Assignment.
2. Provide access to the relevant sites sufficient for AE2S to perform its services under this Agreement.
3. CLIENT shall, so long as AE2S is not in default, promptly pay AE2S for such services as have been
performed satisfactorily hereunder in accordance with the fee terms set forth herein.
CLIENT shall bear all costs incident to compliance with its responsibilities pursuant to this section.
Fees
AMS shall render services under this Agreement on an hourly basis not to exceed $12,406 without written
authorization from CLIENT, including reimbursement for all project related expenses.
Task
Professional Fees
PLC Installation — 8 hours
$1,424
Tower Level Indicator Installation — 2 hours
$356
Ethernet Switch Installation — 2 hours
$356
Update Record Drawings — 2 hours
$356
PLC Programming Services — Totiver 3 — 4 hours
$748
PLC Programming Services — West Tower, West WWTF, East WWTF— 8 hours
$1,424
SCADA Programming Services —10 hours
$1,780
Testing and Commissioning — 4 hours
$712
Total Professional Services
$7,156
Reimbursables
Cost
A Hen-Bra&y CompactLogix PLC and I/O Modules
$2,300
Tower Level Indicator
$300
Cisco Managed Ethernet Switch
$1,250
24 VDC Power Supply
$400
Mileage and Supplies (Relays, Terminals, Fuseholders, Wire, Etc.
$1,000
Total Reimbursables
$5,250
RE: Letter Agreement for City of Otsego
City of Otsego, MN — Tower 3 Controls Improvements
January 8, 2019
Page 3 of 3
Anticipated Proiect Schedule
AE2S proposes completion of the proposed Scope of Services by July 31st, 2019, anticipating authorization by
January 31st, 2019.
Contract Documents
This Agreement includes the following documents, incorporated herein by reference:
1. Exhibit A - Terms and Conditions;
2. All other attached Exhibits referenced in this Agreement;
3. Any drawings or specifications provided by the CLIENT in writing; and
4. Any duly executed written amendments.
There are no contract documents other than this Agreement and those documents listed above.
If this Agreement sets forth your understanding of our agreement, including the scope of work desired, fees, terms,
and conditions, please sign in the space provided and return a copy to AE2S. Thank you for the opportunity to
assist in this project and we look forward to working with you.
Sincerely,
AE2S CLIENT
Allen Dostall
Instrumentation and Controls Specialist
Aaron Vollmer, P.E.
Operations Manager
Accepted this day of
IW
Name (Print):
Title:
Standard Terms and Conditions
The agreement is supplemented to include the following Agreement of
the parties:
Standard of Care
a. The standard of care for all professional services performed or
furnished by AE2S under this Agreement will be the care and skill
ordinarily used by members of AE2S's profession practicing under
similar circumstances at the same time and in the same locality. AE2S
makes no warranties, express or implied, under this Agreement or
otherwise, in connection with AE2S's services.
b. CLIENT shall be responsible for, and AE2S may rely upon, the
accuracy and completeness of all requirements, programs, instructions,
reports, data, and other information furnished by CLIENT to AE2S
pursuant to this Agreement. AE2S may use such requirements, reports,
data, and information in performing or furnishing services under this
Agreement.
Independent Contractor
All duties and responsibilities undertaken pursuant to this Agreement
will be for the sole and exclusive benefit of CLIENT and AE2S and not
for the benefit of any other party. Nothing contained in this Agreement
shall create a contractual relationship with or a cause of action in favor
ofa third party against either CLIENT or AE2S. AE2S's services under
this Agreement are being performed solely for CLIENT's benefit, and
no other entity shall have any claim against AE2S because of this
Agreement or the performance or nonperformance of services
hereunder.
Payments to AE2S
Invoices will be prepared in accordance with AMS's standard
invoicing practices and will be submitted to CLIENT by AE2S
monthly, unless otherwise agreed. Invoices are due and payable within
30 days of receipt. If CLIENT fails to make any payment due AE2S
for services and expenses within 30 days after receipt of AE2S's
invoice therefore, the amounts due AE2S will be increased at the rate
of 1.0% per month (or the maximum rate of interest permitted by law,
if less) from said thirtieth day. In addition, AMS may, after giving
seven days written notice to CLIENT, suspend services under this
Agreement until AMS Inas been paid in full all amounts due for
services, expenses, and other related charges.
Insurance
AE2S will maintain insurance coverage for Workers' Compensation,
General Liability, and Automobile Liability and will provide
certificates of insurance to CLIENT.
hidernnification and Allocation of Risk
a. To the fullest extent permitted by law, AE2S shall indemnify and
hold harmless CLIENT, CLIENT's officers, directors, partners, and
employees from and against costs, losses, and damages (including but
not limited to reasonable fees and charges of engineers, architects,
attorneys, and other professionals, and reasonable cont or arbitration
or other dispute resolution costs) caused solely by the negligent acts or
omissions of AE2S or AE2S's officers, directors, partners, employees,
and consultants in the performance of AE2S's services wider this
Agreement.
b. To the fullest extent permitted by law, CLIENT shall indemnify and
hold harmless AE2S, AE2S's officers, directors, partners, employees,
and consultants from and against costs, losses, and damages (including
This is EXHIBIT A, consisting of 2 pages, referred to in and part of
the Agreement between CLIENT and AE2S dated January 8, 2019.
but not limited to reasonable fees and charges of engineers, architects,
attorneys, and other professionals, and reasonable court or arbitration
or other dispute resolution costs) caused solely by the negligent acts or
omissions of CLIENT or CLIENT's officers, directors, partners,
employees, and consultants with respect to this Agreement.
c. In addition to the indemnity provided under paragraph 5.b. of this
Exhibit, and to the fullest extent permitted by law, CLIENT shall
indemnify and hold harmless AE2S and AE2S's officers, directors,
partners, employees, and consultants from and against injuries, losses,
damages and expenses (including but not limited to all fees and charges
ofengineers, architects, attorneys, and other professionals, and all court
or arbitration or other disputes resolution costs) caused by, arising out
of, or resulting from Hazardous Environmental Condition, provided
that (i) any such injuries, losses, damages and expenses are attributable
to bodily injury, sickness, disease, or death, or to injury to or destruction
of tangible property, including the loss of use resulting therefrom, and
(ii) nothing in this paragraph 5.c. shall obligate CLIENT to indemnify
any individual or entity to the extent of that individual or entity's own
negligence or willful misconduct.
d. To the fullest extent permitted by law, notwithstanding any other
provision of this Agreement, the total liability, in the aggregate, of
Engineer and Engineers 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 a Specific Project or Task Order, or this
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 Engineers
officers, directors, partners, employees, agents, or Engineers
Consultants, or any of them (hereafter "Owner's 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).
6. Termination of Contract
Either party may at any time, upon seven days prior written notice to
the other party, terminate this Agreement. Upon such termination,
CLIENT sha0 pay to AE2S all amounts owing to AE2S under this
Agreement, for all work performed up to the effective date of
termination, plus reasonable termination costs.
Access
CLIENT shall arrange for safe access to and make all provisions for
AE2S and AE2S's Consultants to enter upon public and private
property as required for AE2S to perfonn services under this
Agreement.
Hazardous Environmental Conditions
It is acknowledged by both parties that AE2S's scope of services does
not include any services related to a "Hazardous Environmental
Condition," i.e. the presence at the site of asbestos, PCBs, petroleum,
hazardous waste, or radioactive materials in such quantities or
circumstances that may present a substantial danger to persons or
property exposed thereto in connection with the Assignment. In the
event AE2S or any other party encounters a Hazardous Environmental
Condition, AE2S may, at its option and without liability for
consequential or any other damages, suspend performance of services
on the portion of the Assignment affected thereby until CLIENT: (i)
retains appropriate specialist consultant(s) or contractor(s) to identify
and, as appropriate, abate, remediate, or remove the Hazardous
Environmental Condition; and (ii) warrants that the site is in full
compliance with applicable laws and regulations. CLIENT
acknowledges that AE2S is performing professional services for
Exhibit A - Standard Terms and Conditions
Page 1 of 2
CLIENT and that AE2S is not and shall not be required to become an
"anartger," "operator," "generator," or "transporter" of hazardous
substances, as defined in the Comprehensive Environmental Response,
Compensation, and Liability Act of 1990 (CERCLA), which are or may
be encountered at or near the site in connection with AE2S's activities
under this Agreement.
Patents
AE2S shall not conduct patent searches in connection with its services
under this Agreement and assumes no responsibility for any patent or
copyright infringement arising therefrom. Nothing in this Agreement
shall be construed as a warranty or representation that anything made,
used, or sold arising out of the services performed wider this Agreement
will be free from infringement of patents or copyrights.
10. Ownership and Reuse of Documents
All documents prepared or fumished by AE2S pursuant to this
Agreement are the property of the CLIENT. Reuse of any such
documents by CLIENT shall be at CLIENT's sole risk; and CLIENT
agrees to indemnify, and hold AE2S harmless from all claims,
damages, and expenses including attorney's fees arising out of such
reuse of documents by CLIENT or by others acting through CLIENT.
11. Use of Electronic Media
a. Copies of Documents that may be relied upon by CLIENT are
limited to the printed copies (also known as hard copies) that are
signed or sealed by the AE2S. Files in electronic media format
of text, data, graphics, or of other types that are furnished by
AE2S to CLIENT are only for convenience of CLIENT. Any
conclusion or information obtained or derived from such
electronic files will be at the user's sole risk.
b. When transferring documents in electronic media format, AE2S
makes no representations as to long-term compatibility, usability,
or readability of documents resulting from the use of sofivare
application packages, operating systems, or computer hardware
differing from those used by AE2S at the beginning of this
Assignment.
C. If there is a discrepancy between the electronic files and the hard
copies, the hard copies govern.
d. Because data stored in electronic media format can deteriorate or
be modified inadvertently or otherwise without authorization of
the data's creator, the party receiving electronic files agrees that
it will perform acceptance tests or procedures within 60 days,
after which the receiving party shall be deemed to have accepted
the data thus transferred. Any en -ors detected within the 60 -day
acceptance period will be corrected by the party delivering the
electronic files. AE2S shall not be responsible to maintain
documents stored in electronic media format after acceptance by
CLIENT.
12. Force Majeure
AE2S shall not be liable for any loss or damage due to failure or delay
in rendering any service called for under this Agreement resulting from
any cause beyond AE2S's reasonable control.
13. Assignment
Neither party shall assign its rights, interests or obligations under this
Agreement without the express written consent of the other party.
14. Binding Effect
This Agreement shall bind, and the benefits thereof shall inure to the
respective parties hereto, their legal representatives, executors,
administrators, successors, and assigns.
15. Severability and Waiver of Provisions
Any provision or part of the Agreement held to be void or
unenforceable under any laws or regulations shall be deemed stricken,
and all remaining provisions shall continue to be valid and binding
upon CLIENT and AE2S, who agree that the Agreement shall be
reformed to replace such stricken provision or part thereof with a valid
and enforceable provision that comes as close as possible to expressing
the intention of the stricken provision. Non -enforcement of any
provision by either party shall not constitute a waiver of that provision,
nor shall it affect the enforceability of that provision or of the remainder
of this Agreement.
16. Survival
All express representations, indemnifications, or limitations of liability
included in this Agreement will survive its completion or termination
for any reason.
17. Headings
Tile beadings used in this Agreement are for general reference only and
do not have special significance.
18. Controlling Law
This Agreement is to be governed by the law ofthe State of Minnesota.
19. Notices
Any notice required under this Agreement will be in writing, addressed
to the appropriate party at its address on the signature page and given
personally, or by registered or certified mail postage prepaid, or by a
commercial courier service. All notices shall be effective upon the date
of receipt.
Exhibit A - Standard Terms and Conditions
Page 2 of 2