3.11 Well 11 and Wellhouse 3 Improvements Approve Agreement for Professional Services
Request for
City Council Action
DEPARTMENT INFORMATION
ORIGINATING DEPARTMENT REQUESTOR: MEETING DATE:
Utilities Utility Manager Neidermeier February 26, 2024
PRESENTER(s) REVIEWED BY: ITEM #:
Consent City Administrator/Finance Director Flaherty
AE2S Engineer Schaefer
City Attorney Kendall
3.11 – Well 11 Professional
Services Agreement
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 recommends the City Council approve an agreement for professional services.
ARE YOU SEEKING APPROVAL OF A CONTRACT? IS A PUBLIC HEARING REQUIRED?
Yes No
BACKGROUND/JUSTIFICATION:
Well No. 11 is under development. The proposed scope of work is part of an overall program for implementing Well 11 via
connection to Wellhouse 3. The scope includes design phase, construction phase, and post-construction phase services for
the electrical portions of the project (at the West WWTF site as well as at Wellhouse 3) and the piping, valves, and
instrumentation located in Wellhouse 3.
• West Wastewater Treatment Facility site:
o Electrical and instrumentation documents and details required for construction on the West WWTF site.
▪ Quote package for pre-procurement of the Well 11 VFD and control panel (long lead item).
▪ Quote package to provide details for duct bank (power/controls communication) routing to the Well 11
pad location, power and controls connections into the membrane treatment building, and connections
to the pump of Well 11.
• Wellhouse 3 site property (additional quote package)
o Process piping and appurtenances inside the wellhouse.
o Electrical and control connections in the wellhouse.
The quote packages will be distributed to qualified contractors following completion of the respective design and
recommendations for the award will be brought to Council for approval to proceed with the work.
Regulatory approvals will be coordinated with the City Engineer for the required Minnesota Department of Health
approvals.
All work (other than warranty items, if necessary) is anticipated to occur in 2024, pending favorable construction materials
procurement timelines.
The documents have been reviewed by City Attorney Kendall who is providing recommendation to proceed with City
Council consideration. Pending approval by the City Council, City Attorney Kendall will finalize and edit the documents for
execution by the City.
SUPPORTING DOCUMENTS ATTACHED:
• Agreement for Professional Services
POSSIBLE MOTION
PLEASE WORD MOTION AS YOU WOULD LIKE IT TO APPEAR IN THE MINUTES:
Motion to approve an agreement for professional services between the City of Otsego and Advanced Engineering and
Environmental Services, LLC (AE2S) for the Wellhouse No. 3 - Well No. 11 Improvements in the amount of $106,400.
BUDGET INFORMATION
FUNDING: BUDGETED:
Fund 601 – Water Utility
Yes
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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 Agreement.
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
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
THIS IS AN AGREEMENT effective as of February 26 , 2024 (“Effective Date”) between
City of Otsego, Minnesota (“Owner”) and
Advanced Engineering and Environmental Services, LLC (AE2S) (“Engineer”).
Owner intends to implement the Wellhouse No. 3 Well No. 11 Improvements
(“Project”).
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Agreement Between Owner and Engineer for Professional Services
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 modifications to
Owner’s responsibilities or to Engineer’s scope of services,
times of performance, and compensation.
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Agreement Between Owner and Engineer for Professional Services
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, 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
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Agreement Between Owner and Engineer for Professional Services
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,
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
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Agreement Between Owner and Engineer for Professional Services
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 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.
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Agreement Between Owner and Engineer for Professional Services
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):
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
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Agreement Between Owner and Engineer for Professional Services
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 9
pages.
B. Exhibit B, “Owner’s Responsibilities,” consisting of 2
pages.
C. Exhibit C, “Payments to Engineer for Services and
Reimbursable Expenses,” consisting of 1 page.
D. 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
Page 8 of 9
Agreement Between Owner and Engineer for Professional Services
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: Project Quality Director
Date Signed: Date Signed:
Engineer License or Certificate No. 26713
ATTEST: ____________________________________
By: City Clerk Audra Etzel
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 9 Pages
Exhibit A – Engineer’s Services
Agreement Between Owner and Engineer for Professional Services.
This is EXHIBIT A, consisting of 9 pages, referred to in and part of the
Agreement between Owner and Engineer for Professional Services
dated February 26, 2024.
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 connection of Well No. 11 that is currently under construction to Wellhouse No. 3.
The project is anticipated to include the following components:
·
· Wastewater treatment plant site - Electrical and instrumentation documents and details required for construction on
the wastewater treatment site. This will provide details to the contractor how to get power to the site as well as how
the panel will communicate and be controlled at the Well location.
· Wellhouse 3 site property –
o process piping and appurtenances from the line to the wellhouse and inside the wellhouse.
o electrical and control connections in the wellhouse.
· The following is a draft projected project schedule.
o February 26 – Council approval of professional services agreement
o March – Preliminary Design
o April – May – Design; pre-procurement as needed
o June-July – Minnesota Department of Health (MDH) review
o July – Bidding/Quotes
o August– Construction Starts
o Spring 2025 – Start-up (pending equipment lead times)
Project Basis and Assumptions
· Permitting fees paid by City.
· Quote packages (up to 3)
o Well 11 panel at the well
o West WWTF electrical
o Wellhouse 3 – inside work & wellhouse 3 sitework
· Well 11 Pitless Unit and pump by HAA
· HAA takes pipeline from well to wellhouse 3 parcel. In place Summer 2024.
· HAA coordinating MDH package(s)
· Interaction with Council & PWSC for authorization or updates.
· I&C Programming/Integration under separate agreement, as typical
PART 1 – BASIC SERVICES
A1.01 Permitting and Grant Coordination – Not Used
Page 2 of 9 Pages
Exhibit A – Engineer’s Services
Agreement Between Owner and Engineer for Professional Services.
A1.02 Study and Report Phase – Not Used
A1.03 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.
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:
· Pre-Design Coordination with Well No.11 team.
· Site inspection
· Meetings: Design coordination meetings with City (two assumed)
· Documentation
· 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.
A1.04 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, and Process, Project specifications
o Submit 2 copies of final bidding documents for MDH for review.
· Meetings
o Design coordination meetings with city (two assumed)
· Deliverables/Review Milestones
Page 3 of 9 Pages
Exhibit A – Engineer’s Services
Agreement Between Owner and Engineer for Professional Services.
o 75-percent Design drawings/specifications
o Final 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.
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 quote contracts for Work designed or specified by Engineer upon which the Engineer’s compensation
has been established under this Agreement is three. If more contracts are awarded, Engineer shall be entitled to an equitable
increase in its compensation under this Agreement.
A1.05 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. Not used
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.
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:
Page 4 of 9 Pages
Exhibit A – Engineer’s Services
Agreement Between Owner and Engineer for Professional Services.
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: Not Used.
3. Financial Administration: Not Used.
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.
Page 5 of 9 Pages
Exhibit A – Engineer’s Services
Agreement Between Owner and Engineer for Professional Services.
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.
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).
Page 6 of 9 Pages
Exhibit A – Engineer’s Services
Agreement Between Owner and Engineer for Professional Services.
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 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.
Page 7 of 9 Pages
Exhibit A – Engineer’s Services
Agreement Between Owner and Engineer for Professional Services.
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.
2. 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.
3. Perform or provide the following additional Post-Construction Phase tasks or deliverables:
a. Prepare an Operations and Maintenance Manual and provide two (2) copies to Owner.
b. 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.
A1.08 I&C Programming Services
A. Reserved for future use.
Additional Services not included in this Scope:
· Design beyond the scope listed in the Project Summary.
· Additional meetings beyond those included in the scope.
· 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. Not Used.
5. Services required as a result of Owner’s providing incomplete or incorrect Project information to Engineer.
Page 8 of 9 Pages
Exhibit A – Engineer’s Services
Agreement Between Owner and Engineer for Professional Services.
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 A1.04.D.
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.
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 A1.06.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
Page 9 of 9 Pages
Exhibit A – Engineer’s Services
Agreement Between Owner and Engineer for Professional Services.
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 A1.06.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 February 26, 2024.
Owner’s Responsibilities
Article 2 of the Agreement is amended and supplemented to include the following agreement of the parties.
B2.01 In addition to other responsibilities of Owner as set forth in this Agreement, Owner shall at its expense:
A. Provide Engineer with all criteria and full information as to Owner’s requirements for the Project, including design
objectives and constraints, space, capacity and performance requirements, flexibility, and expandability, and any budgetary
limitations; and furnish copies of all design and construction standards which Owner will require to be included in the Drawings
and Specifications; and furnish copies of Owner’s standard forms, conditions, and related documents for Engineer to include
in the Bidding Documents, when applicable.
B. Furnish to Engineer any other available information pertinent to the Project including reports and data relative to
previous designs, or investigation at or adjacent to the Site.
C. Following Engineer’s assessment of initially-available Project information and data and upon Engineer’s request,
furnish or otherwise make available such additional Project related information and data as is reasonably required to enable
Engineer to complete its Basic and Additional Services. Such additional information or data would generally include the
following:
1. Property descriptions.
2. Zoning, deed, and other land use restrictions.
3. Property, boundary, easement, right-of-way, and other special surveys or data, including establishing relevant
reference points.
4. Explorations and tests of subsurface conditions at or contiguous to the Site, drawings of physical conditions in
or relating to existing surface or subsurface structures at or contiguous to the Site, or hydrographic surveys,
with appropriate professional interpretation thereof.
5. 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.
Page 2 of 2 Pages
Exhibit B – Owner’s Responsibilities
Agreement Between Owner and Engineer for Professional Services.
I. Provide, as required for the Project:
1. Accounting, bond and financial advisory, independent cost estimating, and insurance counseling services.
2. Legal services with regard to issues pertaining to the Project as Owner requires, Contractor raises, or Engineer
reasonably requests.
3. Such auditing services as Owner requires to ascertain how or for what purpose Contractor has used the moneys
paid.
4. Placement and payment for advertisement for Bids in appropriate publications.
J. Advise Engineer of the identity and scope of services of any independent consultants employed by Owner to perform
or furnish services in regard to the Project, including, but not limited to, cost estimating, project peer review, value engineering,
and constructibility review.
K. Furnish to Engineer data as to Owner’s anticipated costs for services to be provided by others (including, but not
limited to, accounting, bond and financial, independent cost estimating, insurance counseling, and legal advice) for Owner so
that Engineer may assist Owner in collating the various cost categories which comprise Total Project Costs.
L. If Owner designates a construction manager or an individual or entity other than, or in addition to, Engineer to
represent Owner at the Site, define and set forth as an attachment to this Exhibit B the duties, responsibilities, and limitations
of authority of such other party and the relation thereof to the duties, responsibilities, and authority of Engineer.
M. If more than one prime contract is to be awarded for the Work designed or specified by Engineer, designate a person
or entity to have authority and responsibility for coordinating the activities among the various prime Contractors, and define
and set forth the duties, responsibilities, and limitations of authority of such individual or entity and the relation thereof to the
duties, responsibilities, and authority of Engineer as an attachment to this Exhibit B that is to be mutually agreed upon and
made a part of this Agreement before such services begin.
N. Attend the pre-bid conference, bid opening, pre-construction conferences, construction progress and other job related
meetings, and Substantial Completion and final payment inspections.
O. Provide the services of an independent testing laboratory to perform all inspections, tests, and approvals of Samples,
materials, and equipment required by the Contract Documents, or to evaluate the performance of materials, equipment, and
facilities of Owner, prior to their incorporation into the Work with appropriate professional interpretation thereof.
P. Provide Engineer with the findings and reports generated by the entities providing services to Owner pursuant to this
paragraph.
Page 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
February 26, 2024.
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 -- 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 $106,400 based on the following assumed distribution of compensation:
a. Preliminary Design Phase $16,500
b. Final Design Phase $41,900
c. Bidding and Negotiating Phase $15,600
d. Construction Phase Services $27,400
e. Post Construction Phase $ 5,000
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 __2__ Pages
Exhibit E – Notice of Acceptablity of Work
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 February 26, 2024.
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 __2__ Pages
Exhibit E – Notice of Acceptablity of Work
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 __2__ Pages
Exhibit E – Notice of Acceptablity of Work
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 __2__ Pages
Exhibit E – Notice of Acceptablity of Work
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 February 26, 2024.
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.
Page 2 of __2__ Pages
Exhibit E – Notice of Acceptablity of Work
Agreement Between Owner and Engineer for Professional Services.
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
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 February 26, 2024.
Insurance
Paragraph 6.04 of the Agreement is amended and supplemented to include the following agreement of the parties.
G6.04 Insurance
A. The limits of liability for the insurance required by paragraph 6.04.A of the Agreement are as follows:
1. By Engineer:
a. Workers’ Compensation: Statutory
b. Employer’s Liability --
1) Each Accident: $1,000,000
2) Disease, Policy Limit: $1,000,000
3) Disease, Each Employee: $1,000,000
c. General Liability --
1) Each Occurrence (Bodily Injury and
Property Damage): $1,000,000
2) General Aggregate: $2,000,000
d. Automobile Liability --
1) Combined Single Limit (Bodily Injury and Property Damage):
Each Accident $1,000,000
e. Professional Liability –
1) Each Claim Made $2,000,000
2) Annual Aggregate $2,000,000
B. Additional Insureds
5. The Owner shall be listed on Engineer’s general liability policy as provided in paragraph 6.04.A.