ITEM 5.2 Drinking Water Plan Agreement(0
OtSTyeF 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 #:
Scott Schafer, AE2S Engineering
Kurt Neidermeier, Utility Manager
City Administrator/Finance Director Flaherty 5.2
City Attorney MacArthur
STRATEGIC VISION
MEETS:
THE CITY OF OTSEGO:
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.
A Drinking Water Master Plan (Plan) is scheduled for 2019 to create the framework providing municipal
Is a social community with diverse housing, service options, and employment opportunities.
Regulatory Meeting, Water Treatment Planning, Distribution System Development through Modeling and
Is a distinctive, connected community known for its beauty and natural surroundings.
AGENDA ITEM DETAILS
RECOMMENDATION:
Staff is recommending approval of the City of Otsego Drinking Water Master Plan Agreement with AE2S
Engineering.
ARE YOU SEEKING APPROVAL OF A CONTRACT?
IS A PUBLIC HEARING REQUIRED?
Yes
No
BACKGROU ND/JUSTI FICATION:
A Drinking Water Master Plan (Plan) is scheduled for 2019 to create the framework providing municipal
water services for the City of Otsego build out. The four phases of the Plan include; Baseline Planning and
Regulatory Meeting, Water Treatment Planning, Distribution System Development through Modeling and
the Evaluation.
The Plan as outlined provides distribution assessments for main sizing, connections and elevated storage
locations with ultimate growth in mind. Water quality will be assessed to determine source water
considerations and treatment options to meet community and regulatory standards continuing to provide
clean and safe drinking water to residents. This Plan is a Strategic Direction for the City, positioning it for
growth in an organized, effective and economically conscience manner.
The Study is scheduled to be complete in 2019 with expectations of capital and budgetary
recommendations in September. This timeline allows for the October budget inclusion for Council review.
City staff including Engineering and Planning will be involved with the process on a support and input level
throughout the Study. The City Attorney has reviewed and is satisfied with the agreement provided.
SUPPORTING DOCUMENTS ATTACHED:
0 Engineering Services Agreement — AE2S Engineering
AGREEMENT
BETWEEN OWNER AND ENGINEER
FOR
PROFESSIONAL SERVICES
THIS IS AN AGREEMENT effective as of January 14 , 2019
("Effective Date") between
City of Otsego, Minnesota ("Owner") and
Advanced Engineering and Environmental Services, INC (AE2S) ("Engineer").
Owner intends to study the long term (buildout) infrastructure needed for the City's potable drinking water system
including sizing / layout of the distribution system, alternatives analysis of drinking water treatment systems, and related
costs and
Owner and Engineer agree as follows:
ARTICLE 1 - SERVICES OF ENGINEER
1.01 Scope
A. Engineer shall provide, or cause to be provided,
the services set forth herein and in Exhibit A.
ARTICLE 2 - OWNER'S RESPONSIBILITIES
2.01 General
A. Owner shall have the responsibilities set forth
herein and in Exhibit B.
B. Owner shall pay Engineer as set forth in
Exhibit C.
C. Owner shall be responsible for, and Engineer
may rely upon, the accuracy and completeness of all
requirements, programs, instructions, reports, data, and
other information furnished by Owner to Engineer pursuant
to this Agreement. Engineer may use such requirements,
programs, instructions, reports, data, and information in
performing or furnishing services under this Agreement.
ARTICLE 3 - SCHEDULE FOR RENDERING
SERVICES
3.01 Commencement
A. Engineer shall begin rendering services as of the
Effective Date of the Agreement.
("Project").
3.02 Time for Completion
A. Engineer shall complete its obligations within a
reasonable time. Specific periods of time for rendering
services are set forth or specific dates by which services are
to be completed are provided in Exhibit A, and are hereby
agreed to be reasonable.
B. If, through no fault of Engineer, such periods of
time or dates are changed, or the orderly and continuous
progress of Engineer's services is impaired, or Engineer's
services are delayed or suspended, then the time for
completion of Engineer's services, and the rates and
amounts of Engineer's compensation, shall be adjusted
equitably.
C. If Owner authorizes changes in the scope,
extent, or character of the Project, then the time for
completion of Engineer's services, and the rates and
amounts of Engineer's compensation, shall be adjusted
equitably.
D. Owner shall make decisions and carry out its
other responsibilities in a timely manner so as not to delay
the Engineer's performance of its services.
E. If Engineer fails, through its own fault, to
complete the performance required in this Agreement
within the time set forth, as duly adjusted, then Owner shall
be entitled to the recovery of direct damages resulting from
such failure.
Page 1 of 9
Agreement Between Owner and Engineer for Professional Services
ARTICLE 4 - INVOICES AND PAYMENTS
4.01 Invoices
A. Preparation and Submittal of Invoices.
Engineer shall prepare invoices in accordance with its
standard invoicing practices and the terms of Exhibit C.
Engineer shall submit its invoices to Owner on a monthly
basis. Invoices are due and payable within 30 days of
receipt.
4.02 Payments
A. Obligation to Pay. Except as noted in paragraph
D., Owner's obligation to pay for our services under this
Agreement is not contingent on Owner's ability to obtain
financing, governmental or regulatory agency approval,
permits, final adjudication of lawsuit in which Engineer is
not involved, Owner's successful completion of a project,
or any other event. No retainage will be withheld.
B. Application to Interest and Principal. Payment
will be credited first to any interest owed to Engineer and
then to principal.
C. Failure to Pay. If Owner fails to make any
payment due Engineer for services and expenses within 30
days after receipt of Engineer's invoice, then:
1. Amounts due Engineer 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; and
2. Engineer may, after giving seven days
written notice to Owner, suspend services under this
Agreement until Owner has paid in full all amounts
due for services, expenses, and other related charges.
Owner waives any and all claims against Engineer for
any such suspension.
D. Disputed Invoices. If Owner contests an
invoice, Owner may withhold only that portion so
contested, and must pay the undisputed portion.
E. Legislative Actions. If after the Effective Date
of the Agreement any governmental entity takes a
legislative action that imposes taxes, fees, or charges on
Engineer's services or compensation under this Agreement,
then the Engineer may invoice such new taxes, fees, or
charges as a Reimbursable Expense to which a factor of 1.0
shall be applied. Owner shall pay such invoiced new taxes,
fees, and charges; such payment shall be in addition to the
compensation to which Engineer is entitled under the terms
of Exhibit C.
F. Legal Actions. Owner agrees to compensate
Engineer as set forthin Exhibit C, if Engineer is asked or
required to respond to legal process arising out of a
proceeding related to the Project and as to which Engineer
is not a party.
ARTICLE 5 - OPINIONS OF COST
5.01 Opinions of Probable Construction Cost
A. Engineer's opinions of probable Construction
Cost are to be made on the basis of Engineer's experience
and qualifications and represent Engineer's best judgment
as an experienced and qualified professional generally
familiar with the construction industry. However, since
Engineer has no control over the cost of labor, materials,
equipment, or services furnished by others, or over
contractors' methods of determining prices, or over
competitive bidding or market conditions, Engineer cannot
and does not guarantee that proposals, bids, or actual
Construction Cost will not vary from opinions of probable
Construction Cost prepared by Engineer. If Owner wishes
greater assurance as to probable Construction Cost, Owner
shall employ an independent cost estimator as provided in
Exhibit B.
5.02 Designing to Construction Cost Limit
A. Not Used.
5.03 Opinions of Total Project Costs
A. The services, if any, of Engineer with respect to
Total Project Costs shall be limited to assisting the Owner
in collating the various cost categories which comprise
Total Project Costs. Engineer assumes no responsibility
for the accuracy of any opinions of Total Project Costs.
ARTICLE 6 - GENERAL CONSIDERATIONS
6.01 Standards of Performance
A. The standard of care for all professional
engineering and related services performed or furnished by
Engineer under this Agreement will be the care and skill
ordinarily used by members of the subject profession
practicing under similar circumstances at the same time and
in the same locality. Engineer makes no warranties,
express or implied, under this Agreement or otherwise, in
connection with Engineer's services.
B. Owner shall not be responsible for discovering
deficiencies in the technical accuracy of Engineer's
services. Engineer shall correct any such deficiencies in
Page 2 of 9
Agreement Between Owner and Engineer for Professional Services
technical accuracy without additional compensation except
to the extent such corrective action is directly attributable
to deficiencies in Owner -furnished information.
C. Engineer may employ such Consultants as
Engineer deems necessary to assist in the performance or
furnishing of the services, subject to reasonable, timely,
and substantive objections by Owner.
D. Subject to the standard of care set forth in
paragraph 6.0l.A, Engineer and its Consultants may use or
rely upon design elements and information ordinarily or
customarily furnished by others, including, but not limited
to, specialty contractors, manufacturers, suppliers, and the
publishers of technical standards.
E. Engineer and Owner shall comply with
applicable Laws and Regulations and Owner -mandated
standards that Owner has provided to Engineer in writing.
This Agreement is based on these requirements as of its
Effective Date. Changes to these requirements after the
Effective Date of this Agreement may be the basis for
modifications to Owner's responsibilities or to Engineer's
scope of services, times of performance, and compensation.
G. Engineer shall not be required to sign any
documents, no matter by whom requested, that would result
in the Engineer having to certify, guarantee, or warrant the
existence of conditions whose existence the Engineer
cannot ascertain. Owner agrees not to make resolution of
any dispute with the Engineer or payment of any amount
due to the Engineer in any way contingent upon the
Engineer signing any such documents.
H. The General Conditions for any construction
contract documents prepared hereunder are to be the
"Standard General Conditions of the Construction
Contract" as prepared by the Engineers Joint Contract
Documents Committee (No. C-700, 2002 Edition) unless
both parties mutually agree to use other General Conditions
by specific reference in Exhibit J.
L Engineer shall not at any time supervise, direct,
or have control over Contractor's work, nor shall Engineer
have authority over or responsibility for the means,
methods, techniques, sequences, or procedures of
construction selected or used by Contractor, for security or
safety at the Site, for safety precautions and programs
incident to the Contractor's work in progress, nor for any
failure of Contractor to comply with Laws and Regulations
applicable to Contractor's furnishing and performing the
Work.
J. Engineer neither guarantees the performance of
any contractor nor assumes responsibility for any
contractor's failure to furnish and perform the Work in
accordance with the Contract Documents.
K. Engineer shall not be responsible for the acts or
omissions of any contractor, subcontractor, or supplier, or
of any of their agents or employees or of any other persons
(except Engineer's own employees and its Consultants) at
the Site or otherwise furnishing or performing any Work;
or for any decision made on interpretations or clarifications
of the Contract Documents given by Owner without
consultation and advice of Engineer.
6.02 Design without Construction Phase Services
A. If Engineer's Basic Services under this
Agreement do not include Project observation, or review of
the Contractor's performance, or any other Construction
Phase services, then (1) Engineer's services under this
Agreement shall be deemed complete no later than the end
of the Bidding or Negotiating Phase; (2) Engineer shall
have no design or shop drawing review obligations during
construction; (3) Owner assumes all responsibility for the
application and interpretation of the Contract Documents,
contract administration, construction observation and
review, and all other necessary Construction Phase
engineering and professional services; and (4) Owner
waives any claims against the Engineer that may be
connected in any way thereto.
6.03 Use of Documents
A. All completed Documents are the property of
the Owner. Owner grants Engineer a royalty -free, non-
exclusive, irrevocable, and perpetual license regarding such
Documents, whether or not the Project is completed.
Owner shall not rely in any way on any Document unless it
is in printed form, signed or sealed by the Engineer or one
of its Consultants.
B. A party may rely that data or information set
forth on paper (also known as hard copies) that the party
receives from the other party by mail, hand delivery, or
facsimile, are the items that the other party intended to
send. Files in electronic media format of text, data,
graphics, or other types that are furnished by one party to
the other are furnished only for convenience, not reliance
by the receiving party. Any conclusion or information
obtained or derived from such electronic files will be at the
user's sole risk. If there is a discrepancy between the
electronic files and the hard copies, the hard copies govern.
C. Because data stored in electronic media format
can deteriorate or be modified inadvertently or otherwise
without authorization of the data's creator, the parry
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 transmittal errors detected
within the 60 -day acceptance period will be corrected by
the party delivering the electronic files.
Page 3 of 9
Agreement Between Owner and Engineer for Professional Services
D. When transferring documents in electronic
media format, the transferring party makes no
representations as to long term compatibility, usability, or
readability of such documents resulting from the use of
software application packages, operating systems, or
computer hardware differing from those used by the
documents' creator.
E. Owner acknowledges: (1) that Documents are
not intended or represented to be suitable for use on the
Project unless completed by Engineer, or for use or reuse
by Owner or others on extensions of the Project or on any
other project without written verification or adaptation by
Engineer; (2) any such use or reuse, or any modification of
the Documents, without written verification, completion, or
adaptation by Engineer, as appropriate for the specific
purpose intended, will be at Owner's sole risk and without
liability or legal exposure to Engineer or to Engineer's
Consultants; and (3) Owner shall indemnify and hold
harmless Engineer and Engineer's Consultants from all
claims, damages, losses, and expenses, including attorneys'
fees, arising out of or resulting from any use, reuse, or
modification without written verification, completion, or
adaptation by Engineer.
F. If Engineer at Owner's request verifies or adapts
the Documents for extensions of the Project or for any
other project, then Owner shall compensate Engineer at
rates or in an amount to be agreed upon by Owner and
Engineer.
6.04 Insurance
A. Engineer shall procure and maintain insurance
as set forth in Exhibit G, "Insurance." Engineer shall cause
Owner to be listed as an additional insured on any
applicable general liability insurance policy carried by
Engineer.
B. Owner shall cause Engineer and Engineer's
Consultants to be listed as additional insureds on any
general liability or property insurance policies carried by
Owner which are applicable to the Project.
C. Owner shall require Contractor to purchase and
maintain general liability and other insurance in accordance
with the requirements of paragraph 5.04 of the "Standard
General Conditions of the Construction Contract,"
(No. C-700, 2002 Edition) as prepared by the Engineers
Joint Contract Documents Committee and to cause
Engineer and Engineer's Consultants to be listed as
additional insureds with respect to such liability and other
insurance purchased and maintained by Contractor for the
Project.
D. Owner and Engineer shall each deliver to the
other certificates of insurance evidencing the coverages
indicated in Exhibit G. Such certificates shall be furnished
prior to commencement of Engineer's services and at
renewals thereafter during the life of the Agreement.
E. Not used.
F. At any time, Owner may request that Engineer
or its Consultants, at Owner's sole expense, provide
additional insurance coverage, increased limits, or revised
deductibles that are more protective than those specified in
Exhibit G. If so requested by Owner, and if commercially
available, Engineer shall obtain and shall require its
Consultants to obtain such additional insurance coverage,
different limits, or revised deductibles for such periods of
time as requested by Owner, and Exhibit G will be
supplemented to incorporate these requirements.
6.05 Suspension and Termination
A. Suspension.
By Owner: Owner may suspend the Project upon
seven days written notice to Engineer.
By Engineer: If Engineer's services are substantially
delayed through no fault of Engineer, Engineer may, after
giving seven days written notice to Owner, suspend
services under this Agreement.
B. Termination. The obligation to provide further
services under this Agreement may be terminated:
For cause,
a. By either party upon 30 days written
notice in the event of substantial failure by the
other party to perform in accordance with the
terms hereof through no fault of the terminating
party.
b. By Engineer:
1) upon seven days written notice
if Owner demands that Engineer furnish or
perform services contrary to Engineer's
responsibilities as a licensed professional;
or
2) upon seven days written notice
if the Engineer's services for the Project
are delayed or suspended for more than 90
days for reasons beyond Engineer's
control.
3) Engineer shall have no liability
to Owner on account of such termination.
Page 4 of 9
Agreement Between Owner and Engineer for Professional Services
C. Notwithstanding the foregoing, this
Agreement will not terminate under
paragraph 6.05.B.1.a if the party receiving such
notice begins, within seven days of receipt of
such notice, to correct its substantial failure to
perform and proceeds diligently to cure such
failure within no more than 30 days of receipt
thereof; provided, however, that if and to the
extent such substantial failure cannot be
reasonably cured within such 30 day period, and
if such party has diligently attempted to cure the
same and thereafter continues diligently to cure
the same, then the cure period provided for
herein shall extend up to, but in no case more
than, 60 days after the date of receipt of the
notice.
2. For convenience,
a. By Owner effective upon Engineer's
receipt of notice from Owner.
C. Effective Date of Termination. The terminating
party under paragraph 6.05.B may set the effective date of
termination at a time up to 30 days later than otherwise
provided to allow Engineer to demobilize personnel and
equipment from the Site, to complete tasks whose value
would otherwise be lost, to prepare notes as to the status of
completed and uncompleted tasks, and to assemble Project
materials in orderly files.
D. Payments Upon Termination.
1. In the event of any termination under
paragraph 6.05, Engineer will be entitled to invoice
Owner and to receive full payment for all services
performed or furnished and all Reimbursable
Expenses incurred through the effective date of
termination. Upon making such payment, ownership
of the Documents shall transfer to the Owner, subject
to the provisions of paragraph 6.03.E.
2. In the event of termination by Owner for
convenience or by Engineer for cause, Engineer shall
be entitled, in addition to invoicing for those items
identified in paragraph 6.05.D.1, to invoice Owner
and to payment of a reasonable amount for services
and expenses directly attributable to termination, both
before and after the effective date of termination, such
as reassignment of personnel, costs of terminating
contracts with Engineer's Consultants, and other
related close-out costs, using methods and rates for
Additional Services as set forth in Exhibit C.
6.06 Controlling Law
A. This Agreement is to be governed by the law of
the State of Minnesota without regard to conflict of law
principles.
6.07 Successors, Assigns, and Beneficiaries
A. Owner and Engineer each is hereby bound and
the partners, successors, executors, administrators and legal
representatives of Owner and Engineer (and to the extent
permitted by paragraph 6.07.B the assigns of Owner and
Engineer) are hereby bound to the other party to this
Agreement and to the partners, successors, executors,
administrators and legal representatives (and said assigns)
of such other party, in respect of all covenants, agreements,
and obligations of this Agreement.
B. Neither Owner nor Engineer may assign, sublet,
or transfer any rights under or interest (including, but
without limitation, moneys that are due or may become
due) in this Agreement without the written consent of the
other, except to the extent that any assignment, subletting,
or transfer is mandated or restricted by law. Unless
specifically stated to the contrary in any written consent to
an assignment, no assignment will release or discharge the
assignor from any duty or responsibility under this
Agreement.
C. Unless expressly provided otherwise in this
Agreement:
1. Nothing in this Agreement shall be
construed to create, impose, or give rise to any duty
owed by Owner or Engineer to any Contractor,
Contractor's subcontractor, supplier, other individual
or entity, or to any surety for or employee of any of
them.
2. All duties and responsibilities undertaken
pursuant to this Agreement will be for the sole and
exclusive benefit of Owner and Engineer and not for
the benefit of any other party.
3. Owner agrees that the substance of the
provisions of this paragraph 6.07.0 shall appear in the
Contract Documents.
6.08 Dispute Resolution
A. Owner and Engineer agree to negotiate all
disputes between them in good faith for a period of 30 days
from the date of notice prior to exercising their rights under
law.
6.09 Environmental Condition of Site
A. Owner has disclosed to Engineer in writing the
existence of all known and suspected Asbestos, PCBs,
Petroleum, Hazardous Waste, Radioactive Material,
hazardous substances, and other Constituents of Concern
located at or near the Site, including type, quantity, and
location.
Page 5 of 9
Agreement Between Owner and Engineer for Professional Services
B. Owner represents to Engineer that to the best of
its knowledge no Constituents of Concern, other than those
disclosed in writing to Engineer, exist at the Site.
C. If Engineer encounters an undisclosed
Constituent of Concern, then Engineer shall notify
(1) Owner and (2) appropriate governmental officials if
Engineer reasonably concludes that doing so is required by
applicable Laws or Regulations.
D. It is acknowledged by both parties that
Engineer's scope of services does not include any services
related to Constituents of Concern. If Engineer or any
other party encounters an undisclosed Constituent of
Concern, or if investigative or remedial action, or other
professional services, are necessary with respect to
disclosed or undisclosed Constituents of Concern, then
Engineer may, at its option, suspend performance of
services on the portion of the Project affected thereby until
Owner: (1) retains appropriate specialist consultant(s) or
contractor(s) to identify and, as appropriate, abate,
remediate, or remove the Constituents of Concern; and (2)
warrants that the Site is in full compliance with applicable
Laws and Regulations.
E. If the presence at the Site of undisclosed
Constituents of Concern adversely affects the performance
of Engineer's services under this Agreement, then the
Engineer shall have the option of (1) accepting an equitable
adjustment in its compensation or in the time of
completion, or both; or (2) terminating this Agreement for
cause on 30 days notice.
F. Owner acknowledges that Engineer is
performing professional services for Owner and that
Engineer 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
(CERCLA), as amended, which are or may be encountered
at or near the Site in connection with Engineer's activities
under this Agreement.
6.10 Indemnification
A. Indemnification by Engineer. To the fullest
extent permitted by law, Engineer shall indemnify and hold
harmless Owner, and Owner's officers, directors, partners,
agents, consultants, and employees from and against any
and all costs, losses, and damages (including but not
limited to all fees and charges of engineers, architects,
attorneys, and other professionals, and all court, arbitration,
or other dispute resolution costs) arising out of or relating
to the Project, provided that any such cost, loss, or damage
is attributable to bodily injury, sickness, disease, or death,
or to injury to or destruction of tangible property (other
than the Work itself), including the loss of use resulting
therefrom, but only to the extent caused by any negligent
act or omission of Engineer or Engineer's officers,
directors, partners, employees, or Consultants.
B. Indemnification by Owner. To the fullest extent
permitted by law, Owner shall indemnify and hold harmless
Engineer, Engineer's officers, directors, partners, agents,
employees, and Consultants from and against any and all
costs, losses, and damages (including but not limited to all
fees and charges of engineers, architects, attorneys, and
other professionals, and all court, arbitration, or other
dispute resolution costs) arising out of or relating to the
Project, provided that any such cost, loss, or damage is
attributable to bodily injury, sickness, disease, or death or
to injury to or destruction of tangible property (other than
the Work itself), including the loss of use resulting
therefrom, but only to the extent caused by any negligent
act or omission of Owner or Owner's officers, directors,
partners, agents, consultants, or employees, or others
retained by or under contract to the Owner with respect to
this Agreement or to the Project.
C. Environmental Indemnification. In addition to
the indemnity provided under paragraph 6.10.13 of this
Agreement, and to the fullest extent permitted by law,
Owner shall indemnify and hold harmless Engineer and its
officers, directors, partners, agents, employees, and
Consultants from and against any and all claims, costs,
losses, and damages (including but not limited to all fees
and charges of engineers, architects, attorneys and other
professionals, and all court, arbitration, or other dispute
resolution costs) caused by, arising out of, relating to, or
resulting from a Constituent of Concern at, on, or under the
Site, provided that (i) any such claim, cost, loss, or damage
is attributable to bodily injury, sickness, disease, or death,
or to injury to or destruction of tangible property (other
than the Work itself), including the loss of use resulting
therefrom, and (ii) nothing in this paragraph shall obligate
Owner to indemnify any individual or entity from and
against the consequences of that individual's or entity's own
negligence or willful misconduct.
D. Percentage Share of Negligence. To the fullest
extent permitted by law, a party's total liability to the
other party and anyone claiming by, through, or under the
other party for any cost, loss, or damages caused in part by
the negligence of the party and in part by the negligence of
the other party or any other negligent entity or individual,
shall not exceed the percentage share that the party's
negligence bears to the total negligence of Owner,
Engineer, and all other negligent entities and individuals.
E. Patent Infringement. Engineer shall indemnify
and hold harmless Owner, and Owner's officers, directors,
partners, agents, consultants, and employees from and
against any and all costs, losses, and damages (including
but not limited to all fees and charges of engineers,
architects, attorneys, and other professionals, and all court,
arbitration, or other dispute resolution costs) arising out of
Page 6 of 9
Agreement Between Owner and Engineer for Professional Services
to Engineer's infringement of any third party's patent rights
relating to Engineer's services on the Project.
6.11 Miscellaneous Provisions
A. 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, by facsimile, by registered or certified mail
postage prepaid, or by a commercial courier service. All
notices shall be effective upon the date of receipt.
B. Survival. All express representations, waivers,
indemnifications, and limitations of liability included in
this Agreement will survive its completion or termination
for any reason.
C. Severability. 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 Owner and Engineer, 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.
D. Waiver. A party's non -enforcement of any
provision shall not constitute a waiver of that provision,
nor shall it affect the enforceability of that provision or of
the remainder of this Agreement.
E. Not used.
F. Executed in Counterparts. This Agreement
may be executed in counterparts, each of which together
will constitute one and the same instrument. Delivery of an
executed counterpart of this Agreement shall constitute
effective delivery of this Agreement. Each Party agrees
that the delivery of the Agreement by facsimile or
electronic mail shall have the same force and effect as
delivery of original signature and that each Party may use
such facsimile or electronic mail signatures as evidence of
the execution and delivery of the Agreement by the Parties
to the same extent that an original signature could be used.
ARTICLE 7 - DEFINITIONS
7.01 Defined Terms
A. Wherever used in this Agreement (including the
Exhibits hereto) terms (including the singular and plural
forms) printed with initial capital letters have the meanings
indicated in the text above or in the exhibits; in the
following provisions; or in the "Standard General
Conditions of the Construction Contract," prepared by the
Engineers Joint Contract Documents Committee
(No. C-700, 2002 Edition):
1. Additional Services --The services to be
performed for or furnished to Owner by Engineer in
accordance with Exhibit A, Part 2, of this Agreement.
2. Basic Services --The services to be
performed for or furnished to Owner by Engineer in
accordance with Exhibit A, Part 1, of this Agreement.
3. Construction Cost --The cost to Owner of
those portions of the entire Project designed or
specified by Engineer. Construction Cost does not
include costs of services of Engineer or other design
professionals and consultants, cost of land, rights-of-
way, or compensation for damages to properties, or
Owner's costs for legal, accounting, insurance
counseling or auditing services, or interest and
financing charges incurred in connection with the
Project, or the cost of other services to be provided by
others to Owner pursuant to Exhibit B of this
Agreement. Construction Cost is one of the items
comprising Total Project Costs,
4. Constituent of Concern --Any substance,
product, waste, or other material of any nature
whatsoever (including, but not limited to, Asbestos,
Petroleum, Radioactive Material, and PCBs) which is
or becomes listed, regulated, or addressed pursuant to
[a] the Comprehensive Environmental Response,
Compensation and Liability Act, 42 U.S.C. §§9601 et
seq. ("CERCLA"); [b] the Hazardous Materials
Transportation Act, 49 U.S.C. §§1801 et seq.; [c] the
Resource Conservation and Recovery Act, 42 U.S.C.
§§6901 et seq. ("RCRA"); [d] the Toxic Substances
Control Act, 15 U.S.C. §§2601 et seq.; [e] the Clean
Water Act, 33 U.S.C. §§1251 et seq.; [f] the Clean
Air Act, 42 U.S.C. §§7401 et seq.; and [g] any other
federal, state, or local statute, law, rule, regulation,
ordinance, resolution, code, order, or decree
regulating, relating to, or imposing liability or
standards of conduct concerning, any hazardous,
toxic, or dangerous waste, substance, or material.
5. Consultants --Individuals or entities having
a contract with Engineer to furnish services with
respect to this Project as Engineer's independent
professional associates, consultants, subcontractors,
or vendors.
6. Documents --Data, reports, Drawings,
Specifications, Record Drawings, and other
deliverables, whether in printed or electronic media
format, provided or furnished in appropriate phases
by Engineer to Owner pursuant to this Agreement.
7. Drawings --That part of the Contract
Documents prepared or approved by Engineer which
graphically shows the scope, extent, and character of
Page 7 of 9
Agreement Between Owner and Engineer for Professional Services
the Work to be performed by Contractor. Shop
Drawings are not Drawings as so defined.
8. Laws and Regulations; Laws or Regulat-
ions --Any and all applicable laws, rules, regulations,
ordinances, codes, and orders of any and all govern-
mental bodies, agencies, authorities, and courts
having jurisdiction.
9. Reimbursable Expenses --The expenses
incurred directly by Engineer in connection with the
performing or furnishing of Basic and Additional
Services for the Project.
10. Resident Project Representative --The
authorized representative of Engineer, if any, assigned
to assist Engineer at the Site during the Construction
Phase. The Resident Project Representative will be
Engineer's agent or employee and under Engineer's
supervision. As used herein, the term Resident
Project Representative includes any assistants of
Resident Project Representative agreed to by Owner.
The duties and responsibilities of the Resident Project
Representative, if any, are as set forth in Exhibit D.
11. Specifications --That part of the Contract
Documents consisting of written technical
descriptions of materials, equipment, systems,
standards, and workmanship as applied to the Work
and certain administrative details applicable thereto.
12. Total Project Costs --The sum of the
Construction Cost, allowances for contingencies, and
the total costs of services of Engineer or other design
professionals and consultants, together with such
other Project -related costs that Owner furnishes for
inclusion, including but not limited to cost of land,
rights-of-way, compensation for damages to
properties, Owner's costs for legal, accounting,
insurance counseling and auditing services, interest
and financing charges incurred in connection with the
Project, and the cost of other services to be provided
by others to Owner pursuant to Exhibit B of this
Agreement.
ARTICLE 8 - EXHIBITS AND SPECIAL
PROVISIONS
8.01 Exhibits Included
A. Exhibit A, `Engineer's Services," consisting of
6 pages.
B. Exhibit B, "Owner's Responsibilities,"
consisting of 2 pages.
C. Exhibit C, "Payments to Engineer for Services
and Reimbursable Expenses," consisting of 1 page.
D. Exhibit G, "Insurance," consisting of I page.
8.02 Total Agreement
A. This Agreement (consisting of pages 1 to 9
inclusive, together with the exhibits identified above)
constitutes the entire agreement between Owner and
Engineer and supersedes all prior written or oral
understandings. This Agreement may only be amended,
supplemented, modified, or canceled by a duly executed
written instrument based on the format of Exhibit K to this
Agreement.
8.03 Designated Representatives
A. With the execution of this Agreement, Engineer
and Owner shall designate specific individuals to act as
Engineer's and Owner's representatives with respect to the
services to be performed or furnished by Engineer and
responsibilities of Owner under this Agreement. Such
individuals shall have authority to transmit instructions,
receive information, and render decisions relative to the
Project on behalf of each respective party.
Page 8 of 9
Agreement Between Owner and Engineer for Professional Services
IN WITNESS WHEREOF, the parties hereto have executed this Agreement, the Effective Date of which is
indicated on page 1.
Owner: Engineer:
By:
Title:
Date Signed:
Address for giving notices:
By: Grant L. Meyer, P.E.
Title: Chief Executive Officer
Date Signed:
Engineer License or Certificate No.
State of: MN
Address for giving notices:
6901 E Fish Lake Rd, Ste 184
Maple Grove, MN 55369
Designated Representative (see paragraph 8.03.A): Designated Representative (see paragraph 8.03.A):
Scott Schaefer, P.E.
Title:
Phone Number:
Facsimile Number:
E -Mail Address:
Title: Wastewater Practice Leader
Phone Number: 763-248-2929
Facsimile Number: 763-463-5037
E -Mail Address: Scott.Schaefer@ae2s.com
Page 9 of 9
Agreement Between Owner and Engineer for Professional Services
This is EXHIBIT A, consisting of 6 pages, referred to in and part of
the Agreement between Owner and Engineer for Professional
Services dated January 14, 2019.
Engineer's Services
Article 1 of the Agreement is amended and supplemented to include the following agreement of the parties. Engineer shall
provide Basic and Additional Services as set forth below.
Project Summary
The Drinking Water Master Plan will be a long range study to determine the buildout capacity and recommended
technology(ies), locations, and capacities for drinking water treatment. The plan will also consider treatment residuals impacts
to the City's wastewater treatment facilities.
Project Basis and Assumptions
• The distribution system computer modeling will utilize the previously completed computer model with no additional
field verification / calibration
• Scope items with an asterisk (*) are to be led by the Owner's City Engineer and/or City Planner with Engineer
input/review and coordination only
• Utility Financial Review to be conducted by Owner
• Population and zoning will be consistent with the 2018 Wastewater Master Plan
• Deliverables will be in electronic (PDF) format
• The study will be completed in 2019
• This scope assumes additional well capacity availability and is focused on groundwater; MNDNR / well permitting
that forces use of surface water may require adjustment to the scope
PART 1 —BASIC SERVICES
A1.01 Study and Report Phase
A. Engineer shall:
a. Baseline Planning
i. Baseline Planning Workshop with City Staff/Key Stakeholders
ii. Development of Utility Planning Horizons (assumes buildout and 20 -year horizons)
iii. Land Use and Population Projections Review/Confirmation (Consistent with prior planning,
tailored to use for Drinking Water service boundaries)
iv. Drinking Water demand projections development
1. Existing water demand analysis
2. Water demand analysis and potential water demand reduction strategies
3. Water demand comparison between projections and Minnesota Department of Natural
Resources (MNDNR) guidelines/goals
v. Meeting with MNDNR to confirm appropriateness of well permit (water appropriations)
assumptions
vi. Regulatory review and goalsetting (radium, iron, manganese, chloride)
1. Consideration of residuals impacts (chloride for West WWTF; phosphate, iron, radium,
etc for East WWTF and West WWTF)
2. Technical Memorandum Development and Presentation
b. Water Treatment Planning
i. Existing Conditions
Page 1 of 6 Pages
(Exhibit A — Engineer's Services)
Agreement Between Owner and Engineer for Professional Services
1. Age/condition framework (desktop) based upon age of well/disinfection (Water
Treatment Plants or WTP); desktop analysis will be incorporated into the rehabilitation
and replacement cost development
2. Confirm hydraulic capacity of existing WTPs
3. Review existing documentation (well sites constructed with potential treatment layouts)
4. Review water quality data for existing WTPs
5. Review existing groundwater well development information
6. Identify water treatment deficiencies and/or redundancy issues and gap analysis
ii. Alternatives Kick -Off Meeting
iii. Alternatives Pre -Screening
1. Identify up to five potential groundwater water treatment alternatives
a. Note: potential raw water collection facilities would be considered part of the
WTP infrastructure for this analysis
b. Includes residuals considerations
2. Identify one surface water treatment alternative for screening purposes
a. Currently assumes that surface water treatment alternatives will not be carried
forward for further analysis based upon the cost of surface water treatment
b. Includes residuals considerations
3. Develop qualitative scoring factors for the preliminary alternatives
4. Conduct pre-screening of alternatives (Kepner-Tregoe analysis similar to the Wastewater
Master Plan approach) or combinations of treatment/distribution alternatives to "short-
list" three alternatives for further consideration
iv. Land Acquisition Analysis is assumed to be outside of this scope of work following Master
Planning
v. WTP Alternatives
1, Further Development of Pre -Screened WTP Alternatives
2. Alternatives Evaluation (advantages/disadvantages)
3. Cost Opinion Development
a. Capital Costs
b. Operations, maintenance, repair, and replacement (includes staffing estimates)
4. Alternatives review meeting
vi. Documentation
1. Technical Memorandum / Report
2. Subcommittee or Staff Presentations (three assumed)
3. Council Presentation
c. Distribution System Development
i. Distribution system analysis and planning will be hydraulic model -based
ii. Goals will include general location identification for future elevated water storage and sizing for
water distribution trunk lines
iii. The Distribution System alternatives are intended to be developed concurrently with the treatment
preliminary alternatives
iv. Review of Existing Data
1. Assumes City GIS distribution system data includes required information
2. Data Coordination
3. Review of existing pressure zone boundaries
v. Water Distribution System Growth Model Development
1. Model Development and Mapping
2. Two alternatives based upon centralized or distributed water treatment
3. Identification of East-West service area connections (minimum of two)
4. Incorporation of future well construction/decommissioning
vi. Water Distribution System Cost Opinions for Alternatives
vii. Documentation: recommended future distribution system expansion model
d. Evaluation of Drinking Water Distribution/Treatment Alternatives
i. Document the matrix of water distribution and treatment system alternatives
ii. Evaluate combinations based upon cost and non -cost factors
iii. Implementation
1. Conclusions and Recommendations
Page 2 of 6 Pages
(Exhibit A — Engineer's Services)
Agreement Between Owner and Engineer for Professional Services
2. Phasing and Implementation Schedule
3. Staffing assessment with consideration for separate water and wastewater departments
iv. Documentation
1. Technical Memorandum / Report
2. Subcommittee Presentation (one assumed)
3. Council Presentation
B. Engineer's services under the Study and Report Phase will be considered complete on the date when the revised
Master Plan Report and any other deliverables have been delivered to Owner.
A1.02 Preliminary Design Phase
A. Reserved for future use.
A1.03 Final Design Phase
A. Reserved for fitture use.
A1.04 Bidding or Negotiating Phase
A. Reserved for fixture use.
A1.05 Construction Phase
A. Reserved for future use.
A1.06 Post -Construction Phase
A. Reserved for fitture use.
A1.07 I&C Programming Services
B. Reserved for fitture use.
Additional Services not included in this Scope
• Geotechnical investigation, survey, hydraulic modeling field calibration, detailed electrical engineering, detailed
structural engineering, or architectural renderings.
• Preliminary Design Phase, Final Design Phase, Bidding or Negotiating Phase, Construction Phase, Post-Construciton
Phase, or I&C Programming Services.
• Design beyond the scope listed in the Project Summary.
• Additional meetings beyond those included in the scope.
• Operational assistance.
• Existing WTP condition assessment (on-site, detailed)
• Environmental Assessment Worksheet(s)
o Potential funding requirement for expansion projects or new facility site(s), but depends upon the Master
Plan recommendation
o EAW would likely be conducted when project implementation is on the horizon because environmental
work can have a "shelf life"
• Tasks for additional facility planning requirements to meet State Revolving Fund criteria (this would be follow on
work from the Master Plan recommendation and be timed with the EAW)
o Likely structured as a Facility Plan Amendment to the Master Plan to streamline the process
• Drinking Water Utility Financial Review (this work assumed to be conducted by Owner)
o Financial Data Request and Review
o CIP Development/Refinement from planning tasks outlined above
Page 3 of 6 Pages
(Exhibit A — Engineer's Services)
Agreement Between Owner and Engineer for Professional Services
o Develop 10 year financial proforma/Gap Analysis (including appropriate escalation factors):
■ Administrative Expense
■ Operations and Maintenance Expense
■ Debt Service Requirements (CIP)
■ Reserve Requirements
■ Baseline Rate Revenue including growth projections
■ Other Misc. Revenues
o Gap Closure Analysis
■ Rate increase'scenarios
o Regional Rate Comparison Analysis
o Outside funding needs analysis
o Action Planning
o Summary Technical Memorandum and Presentation to Council
PART 2 -- ADDITIONAL SERVICES
A2.01 Additional Services Requiring Owner's Written Authorization
A. If authorized in writing by Owner, Engineer shall furnish or obtain from others Additional Services of the types
listed below.
1. Preparation of applications and supporting documents (in addition to those furnished under Basic Services)
for private or governmental grants, loans, or advances in connection with the Project; preparation or review of
environmental assessments and impact statements; review and evaluation of the effects on the design requirements for
the Project of any such statements and documents prepared by others; and assistance in obtaining approvals of
authorities having jurisdiction over the anticipated environmental impact of the Project.
2. Services to make measured drawings of or to investigate existing conditions or facilities, or to verify the
accuracy of drawings or other information furnished by Owner or others.
3. Services resulting from significant changes in the scope, extent, or character of the portions of the Project
designed or specified by Engineer or its design requirements including, but not limited to, changes in size, complexity,
Owner's schedule, character of construction, or method of financing; and revising previously accepted studies, reports,
Drawings, Specifications, or Contract Documents when such revisions are required by changes in Laws and Regulations
enacted subsequent to the Effective Date of this Agreement or are due to any other causes beyond Engineer's control.
4. Services resulting from Owner's request to evaluate additional Study and Report Phase alternative solutions
beyond those identified in paragraph A1.01.A.4.
Services required as a result of Owner's providing incomplete or incorrect Project information to Engineer.
Providing renderings or models for Owner's use.
7. Undertaking investigations and studies including, but not limited to, detailed consideration of operations,
maintenance, and overhead expenses; the preparation of feasibility studies, cash flow and economic evaluations, rate
schedules, and appraisals; assistance in obtaining financing for the Project; evaluating processes available for licensing,
and assisting Owner in obtaining process licensing; detailed quantity surveys of materials, equipment, and labor; and
audits or inventories required in connection with construction performed by Owner.
8. Furnishing services of Engineer's Consultants for other than Basic Services,
9. Services attributable to more prhne construction contracts than specified in paragraph A1.03.C.
10. Services during out-of-town travel required of Engineer other than for visits to the Site or Owner's office.
Page 4 of 6 Pages
(Exhibit A — Engineer's Services)
Agreement Between Owner and Engineer for Professional Services
11. Preparing for, coordinating with, participating in and responding to structured independent review processes,
including, but not limited to, construction management, cost estimating, project peer review, value engineering, and
constructibility review requested by Owner; and performing or furnishing services required to revise studies, reports,
Drawings, Specifications, or other Bidding Documents as a result of such review processes.
12. Preparing additional Bidding Documents or Contract Documents for alternate bids or prices requested by
Owner for the Work or a portion thereof.
13. Determining the acceptability of substitute materials and equipment proposed during the Bidding or
Negotiating Phase when substitution prior to the award of contracts is allowed by the Bidding Documents.
14. Assistance in connection with Bid protests, rebidding, or renegotiating contracts for construction, materials,
equipment, or services, except when such assistance is required by Exhibit F.
15. Providing construction surveys and staking to enable Contractor to perform its work other than as required
under paragraph A1.05.A.5, and any type of property surveys or related engineering services needed for the transfer of
interests in real property; and providing other special field surveys.
16. Providing Construction Phase services beyond the original date for final completion of the Work.
17. Providing assistance in responding to the presence of any Constituent of Concern at the Site, in compliance
with current Laws and Regulations.
18. Preparing and furnishing to Owner Record Drawings showing appropriate record information based on
Project annotated record documents received from Contractor.
19. Preparation of operation and maintenance manuals.
20. Preparing to serve or serving as a consultant or witness for Owner in any litigation, arbitration, or other
dispute resolution process related to the Project.
21. Providing more extensive services required to enable Engineer to issue notices or certifications requested by
Owner.
22. Other services performed or furnished by Engineer not otherwise provided for in this Agreement.
A2.02 Additional Services Not Requiring Owner's Written Authorization
A. Engineer shall advise Owner that Engineer is commencing to perform or furnish the Additional Services of the types
listed below. For such Additional Services, Engineer need not request or obtain specific advance written authorization from
Owner. Engineer shall cease performing or furnishing such Additional Services upon receipt of written notice from Owner.
1. Services in connection with Work Change Directives and Change Orders to reflect changes requested by
Owner.
2. Services in making revisions to Drawings and Specifications occasioned by the acceptance of substitute
materials or equipment other than "or -equal" items; and services after the award of the Construction Contract in
evaluating and determining the acceptability of a substitution which is found to be inappropriate for the Project or an
excessive number of substitutions.
3. Services resulting from significant delays, changes, or price increases occurring as a direct or indirect result
of materials, equipment, or energy shortages.
4. Additional or extended services during construction made necessary by (1) emergencies or acts of God
endangering the Work, (2) the presence at the Site of any Constituent of Concern, (3) Work damaged by fine or other
Page 5 of 6 Pages
(Exhibit A — Engineer's Services)
Agreement Between Owner and Engineer for Professional Services
cause during construction, (4) a significant amount of defective, neglected, or delayed work by Contractor, (5)
acceleration of the progress schedule involving services beyond normal working hours, or (6) default by Contractor.
5. Services (other than Basic Services during the Post -Construction Phase) in connection with any partial
utilization of any part of the Work by Owner prior to Substantial Completion.
6. Evaluating an unreasonable claim or an excessive number of claims submitted by Contractor or others in
connection with the Work.
7. Services during the Construction Phase rendered after the date stated in A1.053.
Page 6 of 6 Pages
(Exhibit A — Engineer's Services)
Agreement Between Owner and Engineer for Professional Services
This is EXHIBIT B, consisting of 2 pages, referred to in and part of the
Agreement between Owner and Engineer for Professional Services
dated January 14, 2019.
Owner's Responsibilities
Article 2 of the Agreement is amended and supplemented to include the following agreement of the parties.
B2.01 In addition to other responsibilities of Owner as set forth in this Agreement, Owner shall at its expense:
A. Provide Engineer with all criteria and full information as to Owner's requirements for the Project, including design
objectives and constraints, space, capacity and performance requirements, flexibility, and expandability, and any budgetary
limitations; and furnish copies of all design and construction standards which Owner will require to be included in the
Drawings and Specifications; and furnish copies of Owner's standard forms, conditions, and related documents for Engineer
to include in the Bidding Documents, when applicable.
B. Furnish to Engineer any other available information pertinent to the Project including reports and data relative to
previous designs, or investigation at or adjacent to the Site.
C. Following Engineer's assessment of initially -available Project information and data and upon Engineer's request,
furnish or otherwise make available such additional Project related information and data as is reasonably required to enable
Engineer to complete its Basic and Additional Services. Such additional information or data would generally include the
following:
1. Property descriptions.
2. Zoning, deed, and other land use restrictions.
3. Property, boundary, easement, right-of-way, and other special surveys or data, including establishing relevant
reference points.
4. Explorations and tests of subsurface conditions at or contiguous to the Site, drawings of physical conditions
in or relating to existing surface or subsurface structures at or contiguous to the Site, or hydrographic surveys, with
appropriate professional interpretation thereof.
5. Environmental assessments, audits, investigations, and impact statements, and other relevant environmental or
cultural studies as to the Project, the Site, and adjacent areas.
6. Data or consultations as required for the Project but not otherwise identified in the Agreement or the Exhibits
thereto.
7. Geotechnical report as identified in Exhibit A.
8. Site survey as identified in Exhibit A.
D. Give prompt written notice to Engineer whenever Owner observes or otherwise becomes aware of the presence at the
Site of any Constituent of Concern, or of any other development that affects the scope or time of performance of Engineer's
services, or any defect or nonconformance in Engineer's services, the Work, or in the performance of any Contractor.
E. Authorize Engineer to provide Additional Services as set forth in Part 2 of Exhibit A of the Agreement as required.
F. Arrange for safe access to and make all provisions for Engineer to enter upon public and private property as required
for Engineer to perform services under the Agreement.
G. Examine all alternate solutions, studies, reports, sketches, Drawings, Specifications, proposals, and other documents
presented by Engineer (including obtaining advice of an attorney, insurance counselor, and other advisors or consultants as
Owner deems appropriate with respect to such examination) and render in writing timely decisions pertaining thereto.
H. Provide reviews, approvals, and permits from all governmental authorities having jurisdiction to approve all phases
of the Project designed or specified by Engineer and such reviews, approvals, and consents from others as may be necessary
for completion of each phase of the Project.
I. Provide, as required for the Project:
1. Accounting, bond and financial advisory, independent cost estimating, and insurance counseling services.
2. Legal services with regard to issues pertaining to the Project as Owner requires, Contractor raises, or
Engineer reasonably requests.
3. Such auditing services as Owner requires to ascertain how or for what purpose Contractor has used the
moneys paid.
4. Placement and payment for advertisement for Bids in appropriate publications.
J. Advise Engineer of the identity and scope of services of any independent consultants employed by Owner to perform
or furnish services in regard to the Project, including, but not limited to, cost estimating, project peer review, value
engineering, and constructibility review.
K. Furnish to Engineer data as to Owner's anticipated costs for services to be provided by others (including, but not
limited to, accounting, bond and financial, independent cost estimating, insurance counseling, and legal advice) for Owner so
that Engineer may assist Owner in collating the various cost categories which comprise Total Project Costs.
L. If Owner designates a construction manager or an individual or entity other than, or in addition to, Engineer to
represent Owner at the Site, define and set forth as an attachment to this Exhibit B the duties, responsibilities, and limitations
of authority of such other party and the relation thereof to the duties, responsibilities, and authority of Engineer.
M. If more than one prime contract is to be awarded for the Work designed or specified by Engineer, designate a person
or entity to have authority and responsibility for coordinating the activities among the various prime Contractors, and define
and set forth the duties, responsibilities, and limitations of authority of such individual or entity and the relation thereof to the
duties, responsibilities, and authority of Engineer as an attachment to this Exhibit B that is to be mutually agreed upon and
made a part of this Agreement before such services begin.
N. Attend the pre-bid conference, bid opening, pre -construction conferences, construction progress and other job related
meetings, and Substantial Completion and final payment inspections.
O. Provide the services of an independent testing laboratory to perform all inspections, tests, and approvals of Samples,
materials, and equipment required by the Contract Documents, or to evaluate the performance of materials, equipment, and
facilities of Owner, prior to their incorporation into the Work with appropriate professional interpretation thereof.
P. Provide Engineer with the findings and reports generated by the entities providing services to Owner pursuant to this
paragraph.
Page 2 of 2 Pages
(Exhibit B - Owner's Responsibilities)
Agreement Between Owner and Engineer for Professional Services.
This is EXHIBIT C, consisting of 1 page, referred to in and part
of the Agreement between Owner and Engineer for Professional
Services dated January 14, 2019.
to Engineer for Services and Reimbursable
Article 2 of the Agreement is amended and supplemented to include the following agreement of the parties:
ARTICLE 2 --Owner's Responsibilities
C2.01 Compensation For Basic Services (other than Resident Project Representative and Post -Construction) -- Lump Sum
Method of Payment
A. Owner shall pay Engineer for Basic Services set forth in Exhibit A, except for services of Engineer's Resident
Project Representative and Post -Construction Phase services, if any, as follows:
A Lump Sum amount of $96,000 based on the following assumed distribution of compensation:
a. Study and Report Phase
b. Preliminary Design Phase
c. Final Design Phase
d. Bidding and Negotiating Phase
e. Construction Phase
f. Post -Construction Phase
g. I&C Programming
$ 96,000
Reserved for Future Use
Resefved for Future Use
Reserved for Future Use
Reserved for Future Use
Resewed for Future Use
Resefved for Future Use
2. Engineer may alter the distribution of compensation between individual phases noted herein to be consistent
with services actually rendered, but shall not exceed the total Lump Sum amount unless approved in writing by the
Owner.
3. The Lump Sum includes compensation for Engineer's services and services of Engineer's Consultants, if any.
Appropriate amounts have been incorporated in the Lump Sum to account for labor, overhead, profit, and Reimbursable
Expenses.
4. The portion of the Lump Sum amount billed for Engineer's services will be based upon Engineer's estimate
of the proportion of the total services actually completed during the billing period to the Lump Sum.
C2.02 [Not used]
C2.03 [Not used]
Page 1 of 1 Page
Exhibit C — Basic Services (other than RPR and Post -Construction) — Lump Sum Method of Payment
Agreement Between Owner and Engineer for Professional Services.
This is EXHIBIT G, consisting of 1 page, referred to in and part of the
Agreement between Owner and Engineer for Professional Services
dated January 14, 2019.
Insurance
Paragraph 6.04 of the Agreement is amended and supplemented to include the following agreement of the parties.
G6.04 Insurance
A. The limits of liability for the insurance required by paragraph 6.04.A of the Agreement are as follows:
1. By Engineer:
a. Workers' Compensation: Statutory
b. Employer's Liability --
1) Each Accident: $1,000,000
2) Disease, Policy Limit: $1,000,000
3) Disease, Each Employee: $1,000,000
C. General Liability --
1) Each Occurrence (Bodily Injury and
Property Damage): $1,000,000
2) General Aggregate: $2,000,000
d. Automobile Liability --
1) Combined Single Limit
(Bodily Injury and Property Damage):
Each Accident $1,000,000
f. Professional Liability —
1) Each Claim Made $2,000,000
2) Annual Aggregate $2,000,000
B. Additional Insureds
1. The Owner shall be listed on Engineer's general liability policy as provided in paragraph 6.04.A.
Pagel of 1 Page
(Exhibit G - Insurance)
Agreement Between Owner and Engineer for Professional Services.