Loading...
4.1 Drinking Water Interconnect Improvement Project Request for City Council Action DEPARTMENT INFORMATION ORIGINATING DEPARTMENT REQUESTOR: MEETING DATE: Utilities Utility Manager Neidermeier AE2S Engineers Schaefer & Zeigler August 22, 2022 PRESENTER(s) REVIEWED BY: ITEM #: AE2S City Administrator/Finance Director Flaherty City Attorney Kendall 4.1 – Water Interconnect Improvement Project STRATEGIC VISION MEETS: THE CITY OF OTSEGO: Is a strong organization that is committed to leading the community through innovative communication. X Has proactively expanded infrastructure to responsibly provide core services. Is committed to delivery of quality emergency service responsive to community needs and expectations in a cost-effective manner. Is a social community with diverse housing, service options, and employment opportunities. Is a distinctive, connected community known for its beauty and natural surroundings. AGENDA ITEM DETAILS RECOMMENDATION: City Staff is recommending City Council approval of a professional services agreement. ARE YOU SEEKING APPROVAL OF A CONTRACT? IS A PUBLIC HEARING REQUIRED? Yes No BACKGROUND/JUSTIFICATION: The East-West Interconnect of the drinking water distribution system will be completed in 2023. An additional portion of the Interconnect’s functionality is improving reliability of Booster Station No. 1 to move water through the East water distribution system. The Booster Station was constructed in 2008 to facilitate flow between the Tower No. 1 Low Pressure Zone and the Tower No. 3 High Pressure Zone. The site also maintains a pressure reducing valve allowing flow from the high zone to the low zone supporting storage and production capacities. The station historically has not provided high zone production due to system flexibility, however it is available for emergency operations. The function of the Booster Station will become more critical once the Interconnect is available for use. Planned improvements will necessitate continuous booster station operations to maximize proposed treatment improvements, requiring improvements to provide system resilience and reliability. The agreement includes the design, bidding, construction, programming, and post-construction phase services associated with the improvements. The Public Works Subcommittee was presented this information at their August 17 meeting and recommended City Council consideration of approval. City Attorney Kendall has reviewed the proposed agreement and had provided recommendation to proceed. SUPPORTING DOCUMENTS ATTACHED: • Professional Services Agreement POSSIBLE MOTION PLEASE WORD MOTION AS YOU WOULD LIKE IT TO APPEAR IN THE MINUTES: Motion to approve the Professional Services Agreement “East-West Interconnect – Booster Station No. 1 Improvements” with AE2S in the amount of $115,000. BUDGET INFORMATION FUNDING: BUDGETED: Fund 601 – Water Utility Yes Page 1 of 9 Agreement Between Owner and Engineer for Professional Services AGREEMENT BETWEEN OWNER AND ENGINEER FOR PROFESSIONAL SERVICES 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 Agreemreent. 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. 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 THIS IS AN AGREEMENT effective as of August 22 , 2022 (“Effective Date”) between City of Otsego, Minnesota (“Owner”) and Advanced Engineering and Environmental Services, LLC (AE2S) (“Engineer”). Owner intends to implement the East-West Interconnect - Booster Station No. 1 Improvements (“Project”). Page 2 of 9 Agreement Between Owner and Engineer for Professional Services 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 provided that the Engineer’s basis for providing the notice has a good-faith basis. 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 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 6.01.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 Page 3 of 9 Agreement Between Owner and Engineer for Professional Services 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. I. 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 Construction Phase Services A. Consultant shall be responsible only for those Construction Phase services expressly required of Consultant in Exhibit A, Paragraph A1.05. With the exception of such expressly required services, Consultant shall have no design, Shop Drawing review, or other obligations during construction and Engineer assumes the responsibility, if any, for the application and interpretation of the Construction Contract Documents, review and response to Contractor claims, Construction Contract administration, processing of Change Orders and submittals, revisions to the Construction Contract Documents during construction, construction observation and review, review of Contractor’s payment applications, and all other Construction Phase administrative, engineering, and professional services that are required of Engineer by the Prime Agreement. B. Notwithstanding the above, Consultant shall be responsible for any professional opinions and interpretations provided by Consultant to Engineer, Owner, or others during the Construction Phase or Post- Construction Phase, including interpretations or clarifications of the Construction Contract Documents, and shall remain responsible for all other services performed or furnished under this Agreement. 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 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 transmittal errors detected within the 60-day acceptance period will be corrected by the party delivering the electronic files. 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, Page 4 of 9 Agreement Between Owner and Engineer for Professional Services 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: 1. 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 if said termination is undertaken in good faith. 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, Page 5 of 9 Agreement Between Owner and Engineer for Professional Services 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.C 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. 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 Page 6 of 9 Agreement Between Owner and Engineer for Professional Services 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. Intentionally omitted. C. Intentionally omitted. 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 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): Page 7 of 9 Agreement Between Owner and Engineer for Professional Services 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 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 10 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. Page 8 of 9 Agreement Between Owner and Engineer for Professional Services D. Exihibit D, “Duties, Responsibilities, and Limitations of Authority of Resident Project Representative,” consisting of 4 pages. E. Exhibit E, “Notice of Acceptability of Work,” consisting of 2 pages. F. Exhibit G, “Insurance,” consisting of 1 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. 8.04 Data Practices. The Engineer must comply with the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13, as it applies to (1) all data provided by the Owner pursuant to this Agreement, and (2) all data, created, collected, received, stored, used, maintained, or disseminated by the Engineer pursuant to this Agreement. The Engineer is subject to all the provisions of the Minnesota Government Data Practices Act, including but not limited to the civil remedies of Minnesota Statutes Section 13.08, as if it were a government entity. In the event the Engineer receives a formal request to release data pursuant to the Minnesota Government Data Practices Act, the Engineer must immediately notify the Owner. The Owner will give the Engineer instructions concerning the release of the data to the requesting party before the data is released. Engineer agrees to defend, indemnify, and hold the Owner, its officials, officers, agents, employees, and volunteers harmless from any claims resulting from Engineer’s officers’, agents’, owners’, partners’ employees’, volunteers’, assignees’ or subcontractors’ unlawful disclosure and/or use of protected data. The terms of this section shall survive the cancellation or termination of this Agreement. 8.05 Pursuant to Minnesota Statute § 471.25, Subdivision 4a, the Engineer must pay any subcontractor within ten (10) days of the Engineer’s receipt of payment from the Owner for undisputed services provided by the subcontractor. The Engineer must pay interest of one and one-half percent (1½ %) per month or any part of a month to subcontractor on any undisputed amount not paid on time to the subcontractor. The minimum monthly interest penalty payment for an unpaid balance of $100.00 or more is $10.00. For an unpaid balance of less than $100.00, the Engineer shall pay the actual penalty due to the subcontractor. A subcontractor who prevails in a civil action to collect interest penalties from the Architect shall be awarded its costs and disbursements, including attorney’s fees, incurred in bringing the action. Page 9 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: Jessica Stockamp By: Brian Bergantine, P.E. Title: Mayor Title: Operations Director Date Signed: Date Signed: Engineer License or Certificate No. 26713 ATTEST: ____________________________________ By: Acting City Clerk Bethany Benting Date signed: __________________________________ State of: MN Address for giving notices: Address for giving notices: Otsego City Hall 6901 E Fish Lake Rd, Ste 184 13400 90th Street NE Maple Grove, MN 55369 Otsego, MN 55330 Designated Representative (see paragraph 8.03.A): Designated Representative (see paragraph 8.03.A): Scott Schaefer, P.E. Title: Title: Practices Director Phone Number: Phone Number: 763-248-2929 Facsimile Number: Facsimile Number: 763-463-5037 E-Mail Address: E-Mail Address: Scott.Schaefer@ae2s.com Page 1 of 10 Pages (Exhibit A – Engineer’s Services) Agreement Between Owner and Engineer for Professional Services This is EXHIBIT A, consisting of 10 pages, referred to in and part of the Agreement between Owner and Engineer for Professional Services dated August 22, 2022 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 project scope generally includes the improvements of Booster Station No. 1. The project is anticipated to include the following components: · Replacement of existing SyncroFlo panel. · Replace existing VFDs for enhanced reliability. · Upgrade / Replace existing SCADA control panel. · Add standby emergency power generator. · Add automatic transfer switch for emergency generator operation. · Replace existing lighting with newer LED lighting. · Addition of a floor drain. · Ventilation improvements. · Security Improvments · The following is a projected project schedule: o Scope Negotiations August 2022 o Contract/Notice to Proceed August 2022 o Preliminary Design September – October 2022 o Final Design November 2022-January 2022 o Bidding/Quote Phase January 2023 o Construction Initiation May 2023 o Substantial Completion September 2023 o Final Completion October 2023 Project Basis and Assumptions · Design based on City as-built drawings · Site survey and geotechnical analysis not anticipated · Process system (pumps/piping/valves) upgrade not anticipated · One quote package and up to three pre-procurement packages. PART 1 – BASIC SERVICES A1.01 Study and Report Phase A. Not Used. A1.02 Preliminary Design Phase A. Engineer shall: 1. Prepare Preliminary Design Phase documents consisting of preliminary drawings, and outline specifications of the Project. 2. Advise Owner if additional reports, data, information, or services of the types described in Exhibit B are necessary and assist Owner in obtaining such reports, data, information, or services. Page 2 of 10 Pages (Exhibit A – Engineer’s Services) Agreement Between Owner and Engineer for Professional Services 3. Based on the information contained in the Preliminary Design Phase documents, prepare a revised opinion of probable Construction Cost. 4. Perform or provide the following additional Preliminary Design Phase tasks or deliverables: · Assist City with inspection and maintenance of existing PRV, pump control valves, pumps, and motors. · Documentation o 30-percent drawings 5. Furnish electronic PDF review copies of the Preliminary Design Phase documents and any other deliverables to Owner. Owner shall submit to Engineer any comments regarding the Preliminary Design Phase documents and any other deliverables. 6. Revise the Preliminary Design Phase documents and any other deliverables in response to Owner’s comments, as appropriate, and furnish to Owner electronic PDF copies of the revised Preliminary Design Phase documents, revised opinion of probable Construction Cost, and any other deliverables. B. Engineer’s services under the Preliminary Design Phase will be considered complete on the date when the revised Preliminary Design Phase documents, revised opinion of probable Construction Cost, and any other deliverables have been delivered to Owner. A1.03 Final Design Phase A. After acceptance by Owner of the Preliminary Design Phase documents, revised opinion of probable Construction Cost as determined in the Preliminary Design Phase, and any other deliverables subject to any Owner-directed modifications or changes in the scope, extent, character, or design requirements of or for the Project, and upon written authorization from Owner, Engineer shall: 1. Prepare final Drawings and Specifications indicating the scope, extent, and character of the Work to be performed and furnished by Contractor. If appropriate, Specifications shall conform to the 50-division format of the Construction Specifications Institute. 2. Advise Owner of any adjustments to the opinion of probable Construction Cost known to Engineer. 3. Perform or provide the following additional Final Design Phase tasks or deliverables: · Incorporate comments from Design review meetings · Final Design Components o Drawings: General, Civil/Site, Electrical, Mechanical o Project specifications · Meetings o Intermediate design coordination meetings with city staff (two assumed) · Deliverables/Review Milestones o 75-percent Design drawings/specifications o Final/Quote Documents o Final Opinion of Probable Construction Cost 4. Prepare and furnish Bidding/Quoting Documents for review by Owner, its legal counsel, and other advisors, and assist Owner in the preparation of other related documents. Owner shall submit to Engineer any comments and, subject to the provisions of paragraph 6.01.G, instructions for revisions. 5. Revise the Bidding/Quoting Documents in accordance with comments and instructions from the Owner, as appropriate, and submit final electronic PDF copies of the Bidding Documents, a revised opinion of probable Construction Cost, and any other deliverables to Owner. B. Engineer’s services under the Final Design Phase will be considered complete on the date when the submittals required by paragraph A1.03 have been delivered to Owner. Page 3 of 10 Pages (Exhibit A – Engineer’s Services) Agreement Between Owner and Engineer for Professional Services C. In the event that the Work designed or specified by Engineer is to be performed or furnished under more than one prime contract, or if Engineer’s services are to be separately sequenced with the work of one or more prime Contractors (such as in the case of fast-tracking), Owner and Engineer shall, prior to commencement of the Final Design Phase, develop a schedule for performance of Engineer’s services during the Final Design, Bidding or Negotiating, Construction, and Post- Construction Phases in order to sequence and coordinate properly such services as are applicable to the work under such separate prime contracts. This schedule is to be prepared and included in or become an amendment to Exhibit A whether or not the work under such contracts is to proceed concurrently. D. The number of prime contracts for Work designed or specified by Engineer upon which the Engineer’s compensation has been established under this Agreement is two. If more prime contracts are awarded, Engineer shall be entitled to an equitable increase in its compensation under this Agreement. A1.04 Bidding or Negotiating Phase A. After acceptance by Owner of the Bidding Documents and the most recent opinion of probable Construction Cost as determined in the Final Design Phase, and upon written authorization by Owner to proceed, Engineer shall: 1. Assist Owner in advertising for and obtaining bids or proposals for the Work and, where applicable, maintain a record of prospective bidders to whom Bidding Documents have been issued and receive and process contractor deposits or charges for the Bidding Documents. 2. Issue Addenda as appropriate to clarify, correct, or change the Bidding Documents. 3. Provide information or assistance needed by Owner in the course of any negotiations with prospective contractors. 4. Consult with Owner as to the acceptability of subcontractors, suppliers, and other individuals and entities proposed by prospective contractors for those portions of the Work as to which such acceptability is required by the Bidding Documents. 5. Perform or provide the following additional Bidding or Negotiating Phase tasks or deliverables: host electronic bidding documents on Engineer’s Quest CDN webpage. 6. Attend the Bid opening, prepare Bid tabulation sheets, and assist Owner in evaluating Bids or proposals and in assembling and awarding contracts for the Work. Additional bid advertisement is anticipated to be via the Owner’s webpage. B. The Bidding or Negotiating Phase will be considered complete upon commencement of the Construction Phase or upon cessation of negotiations with prospective contractors (except as may be required if Exhibit F is a part of this Agreement). A1.05 Construction Phase A. Upon successful completion of the Bidding and Negotiating Phase, and upon written authorization from Owner, Engineer shall: 1. General Administration of Construction Contract: Consult with Owner and act as Owner’s representative as provided in the Construction Contract. The extent and limitations of the duties, responsibilities, and authority of Engineer as assigned in the Construction Contract shall not be modified, except as Engineer may otherwise agree in writing. All of Owner’s instructions to Contractor will be issued through Engineer, which shall have authority to act on behalf of Owner in dealings with Contractor to the extent provided in this Agreement and the Construction Contract except as otherwise provided in writing. 2. Loan Application: Consult with Owner to produce a completed State Revolving Fund (SRF) loan application for the project financing. It is anticipated that Engineer will complete the loan application relying upon project knowledge and previously completed city reports with review and official submittal by Owner. Page 4 of 10 Pages (Exhibit A – Engineer’s Services) Agreement Between Owner and Engineer for Professional Services 3. Financial Administration: Conduct Contractor payroll interviews, conduct certified payroll verification, conduct American Iron and Steel compliance verification, consult with Owner for loan draw amounts, and coordinate loan draw requests. Engineer will also prepare and submit loan forgiveness materials for eligible costs of the Green Project Reserve (GPR) and Point Source Implementation Grant (PSIG) programs. 4. Resident Project Representative (RPR): Provide the services of an RPR at the Site to assist the Engineer and to provide more extensive observation of Contractor’s work. Duties, responsibilities, and authority of the RPR are as set forth in Exhibit D. The furnishing of such RPR’s services will not limit, extend, or modify Engineer’s responsibilities or authority except as expressly set forth in Exhibit D. 5. Selecting Independent Testing Laboratory: If deemed necessary, assist Owner in the selection of an independent testing laboratory to perform the services identified in Exhibit B, Paragraph B2.01.O. 6. Pre-Construction Conference: Participate in and host a Pre-Construction Conference prior to commencement of Work at the Site. 7. Schedules: Receive, review, and determine the acceptability of any and all schedules that Contractor is required to submit to Engineer, including the Progress Schedule, Schedule of Submittals, and Schedule of Values. 8. Baselines and Benchmarks: As appropriate, coordinate establishment (by others) of baselines and benchmarks for locating the Work which in Engineer’s judgment are necessary to enable Contractor to proceed. 9. Visits to Site and Observation of Construction: In connection with observations of Contractor’s Work while it is in progress: Make visits to the Site at intervals appropriate to the various stages of construction, as Engineer deems necessary, to observe as an experienced and qualified design professional the progress of Contractor’s executed Work. Such visits and observations by Engineer, and the Resident Project Representative, if any, are not intended to be exhaustive or to extend to every aspect of Contractor’s Work in progress or to involve detailed inspections of Contractor’s Work in progress beyond the responsibilities specifically assigned to Engineer in this Agreement and the Contract Documents, but rather are to be limited to spot checking, selective sampling, and similar methods of general observation of the Work based on Engineer’s exercise of professional judgment, as assisted by the Resident Project Representative, if any. Based on information obtained during such visits and observations, Engineer will determine in general if the Work is proceeding in accordance with the Contract Documents, and Engineer shall keep Owner informed of the progress of the Work. 10. The purpose of Engineer’s visits to, and representation by the Resident Project Representative, if any, at the Site, will be to enable Engineer to better carry out the duties and responsibilities assigned to and undertaken by Engineer during the Construction Phase, and, in addition, by the exercise of Engineer’s efforts as an experienced and qualified design professional, to provide for Owner a greater degree of confidence that the completed Work will conform in general to the Contract Documents and that Contractor has implemented and maintained the integrity of the design concept of the completed Project as a functioning whole as indicated in the Contract Documents. Engineer shall not, during such visits or as a result of such observations of Contractor’s Work in progress, 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 Contractor’s Work, nor for any failure of Contractor to comply with Laws and Regulations applicable to Contractor’s furnishing and performing the Work. Accordingly, Engineer neither guarantees the performance of any Contractor nor assumes responsibility for any Contractor’s failure to furnish or perform the Work in accordance with the Contract Documents. 11. Defective Work: Recommend to Owner rejection of Work if, on the basis of Engineer’s observations, Engineer believes that such Work (a) is defective under the standards set forth in the Contract Documents, (b) will not produce a completed Project that conforms to the Contract Documents, or (c) will imperil the integrity of the design concept of the completed Project as a functioning whole as indicated by the Contract Documents. Page 5 of 10 Pages (Exhibit A – Engineer’s Services) Agreement Between Owner and Engineer for Professional Services 12. Clarifications and Interpretations; Field Orders: Issue necessary clarifications and interpretations of the Contract Documents as appropriate to the orderly completion of Contractor’s work. Such clarifications and interpretations will be consistent with the intent of and reasonably inferable from the Contract Documents. Subject to any limitations in the Contract Documents, Engineer may issue field orders authorizing minor variations in the Work from the requirements of the Contract Documents. 13. Change Orders and Work Change Directives: Recommend change orders and work change directives to Owner, as appropriate, and prepare change orders and work change directives as required. 14. Shop Drawings and Samples: Review and approve or take other appropriate action in respect to Shop Drawings and Samples and other data which Contractor is required to submit, but only for conformance with the information given in the Contract Documents and compatibility with the design concept of the completed Project as a functioning whole as indicated by the Contract Documents. Such reviews and approvals or other action will not extend to means, methods, techniques, sequences, or procedures of construction or to safety precautions and programs incident thereto. Engineer shall meet any Contractor’s submittal schedule that Engineer has accepted. 15. Substitutes and “or-equal”: Evaluate and determine the acceptability of substitute or “or-equal” materials and equipment proposed by Contractor, but subject to the provisions of the Contract Documents. 16. Inspections and Tests: Require such special inspections or tests of Contractor’s work as deemed reasonably necessary, and receive and review all certificates of inspections, tests, and approvals required by Laws and Regulations or the Contract Documents. Engineer’s review of such certificates will be for the purpose of determining that the results certified indicate compliance with the Contract Documents and will not constitute an independent evaluation that the content or procedures of such inspections, tests, or approvals comply with the requirements of the Contract Documents. Engineer shall be entitled to rely on the results of such tests. 17. Disagreements between Owner and Contractor: Render formal written decisions on all duly submitted issues relating to the acceptability of Contractor’s work or the interpretation of the requirements of the Contract Documents pertaining to the execution, performance, or progress of Contractor’s Work; review each duly submitted Claim by Owner or Contractor, and in writing either deny such Claim in whole or in part, approve such Claim, or decline to resolve such Claim if Engineer in its discretion concludes that to do so would be inappropriate. In rendering such decisions, Engineer shall be fair and not show partiality to Owner or Contractor and shall not be liable in connection with any decision rendered in good faith in such capacity. 18. Applications for Payment: Based on Engineer’s observations as an experienced and qualified design professional and on review of Applications for Payment and accompanying supporting documentation: 19. Determine the amounts that Engineer recommends Contractor be paid. Such recommendations of payment will be in writing and will constitute Engineer’s representation to Owner, based on such observations and review, that, to the best of Engineer’s knowledge, information and belief, Contractor’s Work has progressed to the point indicated, the Work is generally in accordance with the Contract Documents (subject to an evaluation of the Work as a functioning whole prior to or upon Substantial Completion, to the results of any subsequent tests called for in the Contract Documents, and to any other qualifications stated in the recommendation), and the conditions precedent to Contractor’s being entitled to such payment appear to have been fulfilled in so far as it is Engineer’s responsibility to observe Contractor’s Work. In the case of unit price work, Engineer’s recommendations of payment will include final determinations of quantities and classifications of Contractor’s Work (subject to any subsequent adjustments allowed by the Contract Documents). 20. By recommending any payment, Engineer shall not thereby be deemed to have represented that observations made by Engineer to check the quality or quantity of Contractor’s Work as it is performed and furnished have been exhaustive, extended to every aspect of Contractor’s Work in progress, or involved detailed inspections of the Work beyond the responsibilities specifically assigned to Engineer in this Agreement and the Contract Documents. Neither Engineer’s review of Contractor’s Work for the purposes of recommending payments nor Engineer’s recommendation of any payment including final payment will impose on Engineer Page 6 of 10 Pages (Exhibit A – Engineer’s Services) Agreement Between Owner and Engineer for Professional Services responsibility to supervise, direct, or control Contractor’s Work in progress or for the means, methods, techniques, sequences, or procedures of construction or safety precautions or programs incident thereto, or Contractor’s compliance with Laws and Regulations applicable to Contractor’s furnishing and performing the Work. It will also not impose responsibility on Engineer to make any examination to ascertain how or for what purposes Contractor has used the moneys paid on account of the Contract Price, or to determine that title to any portion of the Work in progress, materials, or equipment has passed to Owner free and clear of any liens, claims, security interests, or encumbrances, or that there may not be other matters at issue between Owner and Contractor that might affect the amount that should be paid. 21. Contractor’s Completion Documents: Receive, review, and transmit to Owner maintenance and operating instructions, schedules, guarantees, bonds, certificates or other evidence of insurance required by the Contract Documents, certificates of inspection, tests and approvals, Shop Drawings, Samples and other data approved as provided under Paragraph A1.05.A.11, and transmit the annotated record documents which are to be assembled by Contractor in accordance with the Contract Documents to obtain final payment. The extent of such review by Engineer will be limited as provided in Paragraph A1.05.A.11. 22. Substantial Completion: Promptly after notice from Contractor that Contractor considers the entire Work ready for its intended use, in company with Owner and Contractor, visit the Project to determine if the Work is substantially complete. If after considering any objections of Owner, Engineer considers the Work substantially complete, Engineer shall deliver a certificate of Substantial Completion to Owner and Contractor. 23. Additional Tasks: Perform or provide the following additional Construction Phase tasks or deliverables: 24. The visits described in Article A.1.05.A.7.a are anticipated to include a total of 32 hours. 25. Upon Substantial Completion, the Engineer shall provide a copy of the Certificate of Substantial Completion to the Owner. 26. Final Notice of Acceptability of the Work: Conduct a final visit to the Project to determine if the completed Work of Contractor is such that Engineer may recommend, in writing, final payment to Contractor. Accompanying the recommendation for final payment, Engineer shall also provide a notice in the form attached hereto as Exhibit E (the “Notice of Acceptability of Work”) that the Work is acceptable (subject to the provisions of Paragraph A1.05.A.15.b) to the best of Engineer’s knowledge, information, and belief and based on the extent of the services provided by Engineer under this Agreement. B. Duration of Construction Phase: The Construction Phase will commence with the execution of the first Construction Contract for the Project or any part thereof and will terminate upon written recommendation by Engineer for final payment to Contractors. If the Project involves more than one prime contract as indicated in Paragraph A1.03.D, then Construction Phase services may be rendered at different times in respect to the separate contracts. Subject to the provisions of Article 3, Engineer shall be entitled to an equitable increase in compensation if Construction Phase services (including Resident Project Representative services, if any) are required after the original date for completion and readiness for final payment of Contractor as set forth in the Construction Contract. C. Limitation of Responsibilities: Engineer shall not be responsible for the acts or omissions of any Contractor, Subcontractor or Supplier, or other individuals or entities performing or furnishing any of the Work, for safety or security at the Site, or for safety precautions and programs incident to Contractor's Work, during the Construction Phase or otherwise. Engineer shall not be responsible for the failure of any Contractor to perform or furnish the Work in accordance with the Contract Documents. A1.06 Post-Construction Phase A. Upon written authorization from Owner during the Post-Construction Phase Engineer shall: 1. Together with Owner, visit the Project to observe any apparent defects in the Work, assist Owner in consultations and discussions with Contractor concerning correction of any such defects, and make recommendations as to replacement or correction of defective Work, if any. Page 7 of 10 Pages (Exhibit A – Engineer’s Services) Agreement Between Owner and Engineer for Professional Services 1. Together with Owner or Owner’s representative, visit the Project within one month before the end of the correction period to ascertain whether any portion of the Work is subject to correction. 2. Perform or provide the following additional Post-Construction Phase tasks or deliverables: 3. Prepare an Operations and Maintenance Manual, submit the information to the Minnesota Pollution Control Agency, and provide two (2) copies to Owner. 4. The Engineer shall prepare Record Drawings showing appropriate record information based on Project annotated record documents received from the Contractor, and furnishing such Record Documents to Owner as one (1) electronic PDF document. B. The Post-Construction Phase services may commence during the Construction Phase and, if not otherwise modified in this Exhibit A, will terminate twelve months after the commencement of the Construction Contract’s correction period. A1.07 I&C Programming Services A. Upon the successful completion of the Bidding Phase for Instrumentation and Control System equipment, and upon authorization from OWNER, ENGINEER shall: 1. Coordinate with Contractor to purchase hardware and software components in accordance with Contract Documents. 2. Configure computers and communication networks of items detailed in Paragraph A1.07A.10. 3. Perform Supervisory Control and Data Acquisition (SCADA) and programmable logic controller (PLC) programming services of items detailed in Paragraph A1.07A.10. 4. Review installation of instrumentation and control components with electrical contractor. 5. Review field input/output scheme for proper operation. 6. Provide programming services for PLC, operator interface terminal (OIT), and SCADA items detailed in Paragraph A1.07A.10. 7. Provide I/O checkout and verify proper operation and control of items detailed in Paragraph A1.07A.10. 8. Provide services to train operators on the operation of the booster station. 9. Travel to/from the project site during the construction phase to accomplish the work listed in Paragraph A1.07A. 10. The scope of the programming includes the new booster station components as well as integration into the existing utility and SCADA systems. The following list details the anticipated requirements to complete the work: a. SCADA shall include the following controls and functionality: 1) The two pressure pumps shall be controlled via Water Tower 3 level and include the following: a) Pressure pumps start level setpoint b) Pressure pumps stop level setpoint c) Pressure pumps VFD full speed start level setpoint d) Pressure pumps VFD normal speed setpoint e) Pressure pumps alternation time setpoint Page 8 of 10 Pages (Exhibit A – Engineer’s Services) Agreement Between Owner and Engineer for Professional Services f) Water Tower 1 minimum level setpoint (inhibit pumps) g) Pressure pumps running indication with VFD speed feedback h) Pressure pumps runtimes with start counts i) System pressures monitoring and trending j) Pressure reducing valve controls k) Alarm setpoints 2) Alarming shall include enable/disable control and consist of the following alarms: a) Telemetry communication failure b) Phase failure c) Control power failure d) UPS power not available e) System high pressure alarms f) System low pressure alarms g) VFD fault alarms h) Pumps fail to start alarms i) Generator not ready j) Generator fault k) Generator running l) ATS in emergency position m) Building intrusion n) Floor flooded o) Building temperature p) Pump amp draw q) Flow (gpm) 3) The East and West SCADA systems and local OIT shall be equipped with graphics, adjustable setpoints, trending, and all alarming associated with items within the booster station control description. Additional Services not included in this Scope · Geotechnical investigation or survey. · Design beyond the scope listed in the Project Summary. · Additional meetings beyond those included in the scope. Page 9 of 10 Pages (Exhibit A – Engineer’s Services) Agreement Between Owner and Engineer for Professional Services · Operational assistance. 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. 5. Services required as a result of Owner’s providing incomplete or incorrect Project information to Engineer. 6. 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 prime 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. 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. Page 10 of 10 Pages (Exhibit A – Engineer’s Services) Agreement Between Owner and Engineer for Professional Services 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 fire or other 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 A1.05.B. Page 1 of __2__ Pages (Exhibit B - Owner’s Responsibilities) 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 August 22, 2022 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. Data or consultations as required for the Project but not otherwise identified in the Agreement or the Exhibits thereto. 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. Page 2 of __2__ Pages (Exhibit B - Owner’s Responsibilities) Agreement Between Owner and Engineer for Professional Services. 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 _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 C, consisting of 1 page, referred to in and part of the Agreement between Owner and Engineer for Professional Services dated August 22, 2022 Payments to Engineer for Services and Reimbursable Expenses 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, as follows: 1. A Lump Sum amount of $115,000 based on the following assumed distribution of compensation: a. Preliminary Design Phase $ 15,000 b. Final Design Phase $ 28,000 c. Bidding and Negotiating Phase $ 15,000 d. Construction Phase $ 22,000 f. Post-Construction Phase $ 5,000 e. I&C Programming $ 30,000 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 __4__ Pages Exhibit D – Resident Project Representative Agreement Between Owner and Engineer for Professional Services. This is EXHIBIT D, consisting of 4 pages, referred to in and part of the Agreement between Owner and Engineer for Professional Services dated August 22, 2022. Duties, Responsibilities, and Limitations of Authority of Resident Project Representative Article 1 of the Agreement is supplemented to include the following agreement of the parties: ARTICLE 1 - SERVICES OF ENGINEER D1.01 Resident Project Representative A. Engineer shall furnish a Resident Project Representative (“RPR”) to assist Engineer in observing progress and quality of the Work. The RPR may provide full time representation or may provide representation to a lesser degree. RPR is Engineer’s representative at the Site, will act as directed by and under the supervision of Engineer, and will confer with Engineer regarding RPR’s actions. Through RPR's observations of the Work, including field checks of materials and installed equipment, Engineer shall endeavor to provide further protection for Owner against defects and deficiencies in the Work. However, Engineer shall not, as a result of such RPR observations of the Work, supervise, direct, or have control over the Work, nor shall Engineer (including the RPR) have authority over or responsibility for the means, methods, techniques, sequences, or procedures of construction selected or used by any Constructor, for security or safety at the Site, for safety precautions and programs incident to the Work or any Constructor’s work in progress, for the coordination of the Constructors’ work or schedules, or for any failure of any Constructor to comply with Laws and Regulations applicable to the performing and furnishing of its work. The Engineer (including RPR) neither guarantees the performances of any Constructor nor assumes responsibility for any Constructor’s failure to furnish and perform the Work, or any portion of the Work, in accordance with the Construction Contract Documents. In addition, the specific terms set forth in Exhibit A, Paragraph A1.05, of this Agreement are applicable. The duties and responsibilities of the RPR are as follows: General: RPR’s dealings in matters pertaining to the Work in general shall be with Engineer and Contractor. RPR’s dealings with Subcontractors shall only be through or with the full knowledge and approval of Contractor. RPR shall generally communicate with Owner only with the knowledge of and under the direction of Engineer. Schedules: Review the progress schedule, schedule of Shop Drawing and Sample submittals, schedule of values, and other schedules prepared by Contractor and consult with Engineer concerning acceptability of such schedules. Conferences and Meetings: Attend meetings with Contractor, such as preconstruction conferences, progress meetings, job conferences, and other Project-related meetings (but not including Contractor’s safety meetings), and as appropriate prepare and circulate copies of minutes thereof. Safety Compliance: Comply with Site safety programs, as they apply to RPR, and if required to do so by such safety programs, receive safety training specifically related to RPR’s own personal safety while at the Site. Liaison: Serve as Engineer’s liaison with Contractor. Working principally through Contractor’s authorized representative or designee, assist in providing information regarding the provisions and intent of the Construction Contract Documents. Page 2 of __4__ Pages Exhibit D – Resident Project Representative Agreement Between Owner and Engineer for Professional Services. Assist Engineer in serving as Owner’s liaison with Contractor when Contractor’s operations affect Owner’s On-Site operations. Assist in obtaining from Owner additional details or information, when required for proper execution of the Work. Clarifications and Interpretations: Receive from Contractor submittal of any matters in question concerning the requirements of the Construction Contract Documents (sometimes referred to as requests for information or interpretation—RFIs), or relating to the acceptability of the Work under the Construction Contract Documents. Report to Engineer regarding such RFIs. Report to Engineer when clarifications and interpretations of the Construction Contract Documents are needed, whether as the result of a Contractor RFI or otherwise. Transmit Engineer’s clarifications, interpretations, and decisions to Contractor. , Shop Drawings and Samples: Record date of receipt of Samples and Contractor-approved Shop Drawings. Receive Samples that are furnished at the Site by Contractor, and notify Engineer of availability of Samples for examination. Advise Engineer and Contractor of the commencement of any portion of the Work requiring a Shop Drawing or Sample submittal, if RPR believes that the submittal has not been received from Contractor, or has not been approved by Contractor or Engineer. Proposed Modifications: Consider and evaluate Contractor’s suggestions for modifications to the Drawings or Specifications, and report such suggestions, together with RPR’s recommendations, if any, to Engineer. Transmit Engineer’s response (if any) to such suggestions to Contractor. Review of Work; Defective Work: Report to Engineer whenever RPR believes that any part of the Work is defective under the terms and standards set forth in the Construction Contract Documents, and provide recommendations as to whether such Work should be corrected, removed and replaced, or accepted as provided in the Construction Contract Documents. Inform Engineer of any Work that RPR believes is not defective under the terms and standards set forth in the Construction Contract Documents, but is nonetheless not compatible with the design concept of the completed Project as a functioning whole, and provide recommendations to Engineer for addressing such Work. ; and Advise Engineer of that part of the Work that RPR believes should be uncovered for observation, or requires special testing, inspection, or approval. Inspections, Tests, and System Start-ups: Consult with Engineer in advance of scheduled inspections, tests, and systems start-ups. Verify that tests, equipment, and systems start-ups and operating and maintenance training are conducted in the presence of appropriate Owner’s personnel, and that Contractor maintains adequate records thereof. Observe, record, and report to Engineer appropriate details relative to the test procedures and systems start- ups. Page 3 of __4__ Pages Exhibit D – Resident Project Representative Agreement Between Owner and Engineer for Professional Services. Observe whether Contractor has arranged for inspections required by Laws and Regulations, including but not limited to those to be performed by public or other agencies having jurisdiction over the Work. Accompany visiting inspectors representing public or other agencies having jurisdiction over the Work, record the results of these inspections, and report to Engineer. Records: Maintain at the Site orderly files for correspondence, reports of job conferences, copies of Construction Contract Documents including all Change Orders, Field Orders, Work Change Directives, Addenda, additional Drawings issued subsequent to the execution of the Construction Contract, RFIs, Engineer’s clarifications and interpretations of the Construction Contract Documents, progress reports, approved Shop Drawing and Sample submittals, and other Project-related documents. Prepare a daily report or keep a diary or log book, recording Contractor’s hours on the Site, Subcontractors present at the Site, weather conditions, data relative to questions of Change Orders, Field Orders, Work Change Directives, or changed conditions, Site visitors, deliveries of equipment or materials, daily activities, decisions, observations in general, and specific observations in more detail as in the case of observing test procedures; and send copies to Engineer. Upon request from Owner to Engineer, photograph or video Work in progress or Site conditions. Record and maintain accurate, up-to-date lists of the names, addresses, fax numbers, e-mail addresses, websites, and telephone numbers (including mobile numbers) of all Contractors, Subcontractors, and major Suppliers of materials and equipment. Maintain records for use in preparing Project documentation. Upon completion of the Work, furnish original set of all RPR Project documentation to Engineer. Reports: Furnish to Engineer periodic reports as required of progress of the Work and of Contractor’s compliance with the progress schedule and schedule of Shop Drawing and Sample submittals. Draft and recommend to Engineer proposed Change Orders, Work Change Directives, and Field Orders. Obtain backup material from Contractor. Furnish to Engineer and Owner copies of all inspection, test, and system start-up reports. Immediately inform Engineer of the occurrence of any Site accidents, emergencies, acts of God endangering the Work, possible force majeure or delay events, damage to property by fire or other causes, or the discovery of any potential differing site condition or Constituent of Concern. Payment Requests: Review applications for payment with Contractor for compliance with the established procedure for their submission and forward with recommendations to Engineer, noting particularly the relationship of the payment requested to the schedule of values, Work completed, and materials and equipment delivered at the Site but not incorporated in the Work. Certificates, Operation and Maintenance Manuals: During the course of the Work, verify that materials and equipment certificates, operation and maintenance manuals and other data required by the Contract Documents to be assembled and furnished by Contractor are applicable to the items actually installed and in Page 4 of __4__ Pages Exhibit D – Resident Project Representative Agreement Between Owner and Engineer for Professional Services. accordance with the Contract Documents, and have these documents delivered to Engineer for review and forwarding to Owner prior to payment for that part of the Work. Completion: Participate in Engineer’s visits to the Site regarding Substantial Completion, assist in the determination of Substantial Completion, and prior to the issuance of a Certificate of Substantial Completion submit a punch list of observed items requiring completion or correction. Participate in Engineer’s visit to the Site in the company of Owner and Contractor, to determine completion of the Work, and prepare a final punch list of items to be completed or corrected by Contractor. Observe whether all items on the final punch list have been completed or corrected, and make recommendations to Engineer concerning acceptance and issuance of the Notice of Acceptability of the Work (Exhibit E). Resident Project Representative shall not: Authorize any deviation from the Construction Contract Documents or substitution of materials or equipment (including “or-equal” items). Exceed limitations of Engineer’s authority as set forth in this Agreement. Undertake any of the responsibilities of Contractor, Subcontractors, or Suppliers, or any Constructor. Advise on, issue directions relative to, or assume control over any aspect of the means, methods, techniques, sequences or procedures of the Work, by Contractor or any other Constructor. Advise on, issue directions regarding, or assume control over security or safety practices, precautions, and programs in connection with the activities or operations of Owner or Contractor. Participate in specialized field or laboratory tests or inspections conducted off-site by others except as specifically authorized by Engineer. Accept Shop Drawing or Sample submittals from anyone other than Contractor. Authorize Owner to occupy the Project in whole or in part. Page 1 of __2__ Pages Exhibit E – Notice of Acceptablity of Work Agreement Between Owner and Engineer for Professional Services. This is EXHIBIT E, consisting of 2 pages, referred to in and part of the Agreement between Owner and Engineer for Professional Services dated August 22, 2022. NOTICE OF ACCEPTABILITY OF WORK PROJECT: OWNER: CONTRACTOR: OWNER’S CONSTRUCTION CONTRACT IDENTIFICATION: EFFECTIVE DATE OF THE CONSTRUCTION CONTRACT: ENGINEER: NOTICE DATE: To: Owner And To: Contractor From: Engineer The Engineer hereby gives notice to the above Owner and Contractor that Engineer has recommended final payment of Contractor, and that the Work furnished and performed by Contractor under the above Construction Contract is acceptable, expressly subject to the provisions of the related Contract Documents, the Agreement between Owner and Engineer for Professional Services dated ______, and the following terms and conditions of this Notice: CONDITIONS OF NOTICE OF ACCEPTABILITY OF WORK The Notice of Acceptability of Work (“Notice”) is expressly made subject to the following terms and conditions to which all those who receive said Notice and rely thereon agree: 1. This Notice is given with the skill and care ordinarily used by members of the engineering profession practicing under similar conditions at the same time and in the same locality. 2. This Notice reflects and is an expression of the Engineer’s professional opinion. 3. This Notice is given as to the best of Engineer’s knowledge, information, and belief as of the Notice Date. 4. This Notice is based entirely on and expressly limited by the scope of services Engineer has been employed by Owner to perform or furnish during construction of the Project (including observation of the Contractor’s work) under Engineer’s Agreement with Owner, and applies only to facts that are within Engineer’s knowledge or could reasonably have been ascertained by Engineer as a result of carrying out the responsibilities specifically assigned to Engineer under such Agreement. 5. This Notice is not a guarantee or warranty of Contractor’s performance under the Construction Contract, an acceptance of Work that is not in accordance with the related Contract Documents, including but not limited Page 2 of __2__ Pages Exhibit E – Notice of Acceptablity of Work Agreement Between Owner and Engineer for Professional Services. to defective Work discovered after final inspection, nor an assumption of responsibility for any failure of Contractor to furnish and perform the Work thereunder in accordance with the Construction Contract Documents, or to otherwise comply with the Construction Contract Documents or the terms of any special guarantees specified therein. 6. This Notice does not relieve Contractor of any surviving obligations under the Construction Contract, and is subject to Owner’s reservations of rights with respect to completion and final payment. By: Title: Dated: Page 1 of _1__ Pages Exhibit G– Insurance 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 August 22, 2022 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: 5. 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 6. The Owner shall be listed on Engineer’s general liability policy as provided in paragraph 6.04.A.