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Item 5.1 Wellhouse 4 Drinking Water Improvements Project Request for City Council Action DEPARTMENT INFORMATION ORIGINATING DEPARTMENT REQUESTOR: MEETING DATE: Utilities Utility Manager Neidermeier July 22, 2024 PRESENTER(s) REVIEWED BY: ITEM #: AE2S Engineer Schaefer AE2S Engineer Schaefer City Administrator/Finance Director Flaherty 5.1 – Wellhouse 4 Project STRATEGIC VISION MEETS: THE CITY OF OTSEGO: Is a strong organization that is committed to leading the community through innovative communication. X Has proactively expanded infrastructure to responsibly provide core services. Is committed to delivery of quality emergency service responsive to community needs and expectations in a cost-effective manner. Is a social community with diverse housing, service options, and employment opportunities. Is a distinctive, connected community known for its beauty and natural surroundings. AGENDA ITEM DETAILS RECOMMENDATION: City Staff is recommending that the City Council adopt a resolution accepting bids and awarding a contract, and to approve the contract amendment with AE2S for the associated Construction Phase professional services. ARE YOU SEEKING APPROVAL OF A CONTRACT? IS A PUBLIC HEARING REQUIRED? Yes No BACKGROUND/JUSTIFICATION: Bids were opened on July 18, 2024, for the Wellhouse 4 Treatment Improvements project. The apparent low bidder is Market & Johnson of Eau Claire, Wisconsin. The project will add treatment capabilities to Wellhouse 4 using pressure filtration vessels to remove iron, manganese, and radium. A backwash recovery system, building improvements, chemical dosing improvements, and related site, electrical, and HVAC work is included. The project is anticipated to reach substantial completion in February 2026. The associated AE2S professional services amendment will include construction administration, resident project representative (construction observation) services, post-construction, and controls programming/integration. The amendment includes the same terms and conditions as previous contract amendments and is being confirmed by the City Attorney. The project includes federal grant funding and state loan funding. SUPPORTING DOCUMENTS ATTACHED: • Recommendation Letter & Bid Tabulation • Resolution 2024-53 • Amendment to Owner-Engineer Agreement POSSIBLE MOTION PLEASE WORD MOTION AS YOU WOULD LIKE IT TO APPEAR IN THE MINUTES: Motion to adopt Resolution 2024-53 Accepting Bids and Awarding Contract to Market & Johnson, Inc., of Eau Claire Wisconsin for the Wellhouse 4 Treatment Improvements Project in the amount of $6,840,000. Motion to approve Exhibit K “Amendment to Owner-Engineering Agreement, Amendment No. 1” – a professional services contract amendment in the amount of $702,500 with Advanced Engineering and Environmental Services, LLC. BUDGET INFORMATION FUNDING: BUDGETED: Fund 601 – Drinking Water Utility Yes July 18, 2024 City of Otsego Adam Flaherty City Administrator 13400 90th St NE Otsego, MN 55330 Re: Wellhouse No. 4 Treatment Improvements – Bid Award Recommendation AE2S Project No.: P05409-2020-010 Dear Mr. Flaherty: Bids were received at 2:00 p.m. on Thursday, July 18, 2024 at Otsego City Hall and virtually for the above referenced project. A total of three (3) bids were submitted, all of which were opened via the virtual bidding platform and read aloud. A bid tabulation is enclosed with this letter for your review. The project was bid as one base bid lump sum. AE2S has reviewed the bid results, conferred with City staff, and recommends that the City of Otsego award a contract to the apparent low bidder. The apparent low bid for the Base Bid was from Market and Johnson. As such, we recommend the following construction contract: · Base Bid for General Construction: Market and Johnson in the amount of $6,840,000. Thank you for the opportunity to assist the City of Otsego with this important project. Should you have any comments or questions regarding the bid results or the project in general, please do not hesitate to contact me at 763-248-2929. City of Otsego Wellhouse No. 4 Treatment Improvements Project Bid Award Recommendation Page 2 of 2 Sincerely, AE2S Scott Schaefer, PE Project Manager Enclosures CC: Kurt Neidermeier, Utility Manager, City of Otsego Chad Kolstad, Minnesota Department of Public Health Kathe Barrett, Minnesota Public Finance Authority Market and Johnson File 1 CITY OF OTSEGO COUNTY OF WRIGHT STATE OF MINNESOTA RESOLUTION NO: 2024-53 ACCEPTING BIDS AND AWARDING CONTRACT FOR WELLHOUSE 4 TREATMENT IMPROVEMENTS WHEREAS, pursuant to an advertisement for bids for the construction of Wellhouse No. 4 Treatment Improvements Project, bids were received, opened on July 18, 2024, and tabulated according to law, and the following bids were received complying with the advertisement; and Contractor Lump Sum Base Bid Market & Johnson, Inc. $6,840,000 Rice Lake Construction Group $7,698,800 Magney Construction, Inc. $7,950,000 WHEREAS, it appears that Market & Johnson, Inc. of Eau Claire, Wisconsin is the lowest responsible, responsive bidder. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF OTSEGO, MINNESOTA: 1. The Mayor and City Clerk are hereby authorized and directed to enter into a contract with Market & Johnson, Inc. of Eau Claire, Wisconsin in the name of the City of Otsego for the Wellhouse No. 4 Treatment Improvements Project according to the plans and specifications therefore approved by the City Council and on file in the office of the City Clerk. 2. The City Clerk is hereby authorized and directed to return forthwith to all bidders the bid bond made with their bids, except that the bid bond of the successful bidder and the next lowest bidder shall be retained until a contract has been signed. 2 ADOPTED by the Otsego City Council this 22nd day of July, 2024. MOTION BY: SECONDED BY: IN FAVOR: OPPOSED: CITY OF OTSEGO __________________________________ Jessica Stockamp, Mayor ATTEST: __________________________________ Audra Etzel, City Clerk Exhibit K – Amendment to Owner-Engineer Agreement Agreement Between Owner and Engineer for Professional Services Page 1 This is EXHIBIT K, consisting of 8 pages plus attachments, referred to in and part of the Agreement between Owner and Engineer for Professional Services dated February 13, 2023. AMENDMENT TO OWNER-ENGINEER AGREEMENT Amendment No. 1 The Effective Date of this Amendment is: __ July 22, 2024____. Background Data Effective Date of Owner-Engineer Agreement: February 13, 2023 Owner: City of Otsego, Minnesota Engineer: Advanced Engineering and Environmental Services (AE2S), LLC Project: Otsego Wellhouse No. 4 Treatment Improvements Nature of Amendment: __X__ Additional Services to be performed by Engineer __X__ Modifications of payment to Engineer __X__ Modifications to time(s) for rendering services Description of Modifications: · Exhibit A: Tasks A1.06, A1.07, and A1.08 were previously reserved for future use. Amendment 1 adds these tasks as described below. · Exhibit C: Part C2.01.A.1 modifications and the addition of Part C2.02. · Exhibit D is added as Attachment 1 to Amendment 1. · Exhibit E is added as Attachment 2 to Amendment 1. A1.06 Construction Phase A. Upon successful completion of the Bidding and Negotiating Phase, and upon written authorization from Owner, Engineer shall: 1. General Administration of Construction Contract: Consult with Owner and act as Owner’s representative as provided in the Construction Contract. The extent and limitations of the duties, responsibilities, and authority of Engineer as assigned in the Construction Contract shall not be modified, except as Engineer may otherwise agree in writing. All of Owner’s instructions to Contractor will be issued through Engineer, which shall have authority to act on behalf of Owner in dealings with Contractor to the extent provided in this Agreement and the Construction Contract except as otherwise provided in writing. Exhibit K – Amendment to Owner-Engineer Agreement Agreement Between Owner and Engineer for Professional Services Page 2 a. Loan Application: Consult with Owner to produce a completed State Revolving Fund (SRF) loan application for the project financing. It is anticipated that Engineer will complete the loan application relying upon project knowledge and previously completed city reports with review and official submittal by Owner. b. Financial Administration: Conduct Contractor payroll interviews, conduct certified payroll verification, conduct American Iron and Steel compliance verification, consult with Owner for loan draw amounts, and coordinate loan draw requests. 2. 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 this Agreement. 3. 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. 4. Pre-Construction Conference: Participate in and host a Pre-Construction Conference prior to commencement of Work at the Site. 5. 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. 6. 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. 7. Visits to Site and Observation of Construction: In connection with observations of Contractor’s Work while it is in progress: a. 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. b. 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 Exhibit K – Amendment to Owner-Engineer Agreement Agreement Between Owner and Engineer for Professional Services Page 3 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. 8. 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. 9. 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. 10. 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. 11. 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. 12. 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. 13. 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. 14. 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 Exhibit K – Amendment to Owner-Engineer Agreement Agreement Between Owner and Engineer for Professional Services Page 4 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. 15. 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: a. 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). b. 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. 16. 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 A1.06.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 A1.06.A.11. 17. 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 Exhibit K – Amendment to Owner-Engineer Agreement Agreement Between Owner and Engineer for Professional Services Page 5 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. 18. Additional Tasks: Perform or provide the following additional Construction Phase tasks or deliverables: a. The visits described in Article A.1.06.A.7.a are anticipated to occur monthly, or more frequently. b. The Engineer shall document visits to the project site in writing on standard inspection report forms with copies furnished to the Owner and Contractor. c. Upon Substantial Completion, the Engineer shall provide a copy of the Certificate of Substantial Completion to the Owner. d. Attend Council meetings, as needed, to provide a project completion, present applications for payment, recommend the approval of change orders, and discuss other pertinent matters. 19. 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 A1.06.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 Contractor. Subject to the provisions of Article 3, Engineer shall be entitled to an equitable increase in compensation if Construction Phase services (including Resident Project Representative services, if any) are required after the original date for completion and readiness for final payment of Contractor as set forth in the Construction Contract. C. Limitation of Responsibilities: Engineer shall not be responsible for the acts or omissions of any Contractor, Subcontractor or Supplier, or other individuals or entities performing or furnishing any of the Work, for safety or security at the Site, or for safety precautions and programs incident to Contractor's Work, during the Construction Phase or otherwise. Engineer shall not be responsible for the failure of any Contractor to perform or furnish the Work in accordance with the Contract Documents. A1.07 Post-Construction Phase A. Upon successful completion of the Bidding and Negotiating Phase, and upon written authorization from Owner, 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. Exhibit K – Amendment to Owner-Engineer Agreement Agreement Between Owner and Engineer for Professional Services Page 6 3. Perform or provide the following additional Post-Construction Phase tasks or deliverables: a. Prepare an Operations and Maintenance Manual for use by Owner (2 hard copies plus one electronic copy). 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. Upon successful completion of the Bidding and Negotiating Phase, and upon written authorization from Owner, Engineer shall: 1. Configure computers and communication networks of items detailed in Paragraph A1.07A.10. 2. Install Supervisory Control and Data Acquisition (SCADA) and programmable logic controller (PLC) programming software of items detailed in Paragraph A1.07A.10. 3. Review installation of instrumentation and control components with electrical contractor. 4. Review field input/output scheme for proper operation. 5. Provide programming for PLC, human/machine interface (HMI) graphics, operator interface terminals (OIT), and SCADA software of items detailed in Paragraph A1.07A.10. 6. Provide I/O checkout and verify proper operation and control of items detailed in Paragraph A1.07A.10. 7. Provide services to train operators on the operation of the SCADA system. 8. Travel to/from the project site during the construction phase to accomplish the work listed in Paragraph A1.07A. 9. Project controls planning and coordination items. 10. Preliminary configuration and commissioning of the following equipment: a. Control panel components including PLC, OIT, network switch, and network access point. b. Instrumentation including flowmeters, radar level transmitters, temperature transmitters, pressure transmitters, and analytical equipment. c. Variable frequency drives and motor starters. d. Chemical feed pumps and associated equipment. Exhibit K – Amendment to Owner-Engineer Agreement Agreement Between Owner and Engineer for Professional Services Page 7 e. Filters valves. 11. PLC programming associated with local water treatment controls within Wellhouse 4. 12. PLC programming associated with telemetry communications (within Water Tower 2 PLC). 13. PLC programming associated with SCADA graphics and alarming (within West WWTF PLC). 14. OIT programming associated with the operator interface located within the new Wellhouse 4 control panel to include local monitoring and controls adjustments. 15. SCADA programming within West WWTF SCADA system (system monitoring, alarms management, pumps and filters controls, chemical feed controls, reclaim controls, etc). a. Note: Wellhouse 4 Treatment controls will reside within the new West WWTF SCADA system. Controls will NOT be integrated with the East WWTF SCADA system that is to be phased out by the year 2026. 16. Configure alarming within Win-911 alarm notification software. 17. Wellhouse 4 water treatment controls startup and commissioning. 18. Provide Owner with PLC programs and documentation. Article 2 of Exhibit C of the Agreement is amended and supplemented to include the following agreement of the parties: Add Parts C2.01A.1 g. through i. with the following: g. Construction Phase General Administration $292,800.00 RPR $239,900.00 h. Post-Construction Phase $23,600.00 i. I&C Programming $146,200.00 Agreement Summary: Original agreement amount: $390,200.00 Net change for prior amendments: No prior amendments This amendment amount: $702,500.00 Adjusted Agreement amount: $1,092,700.00 C2.02 Compensation for Resident Project Representative Basic Services – Hourly Method of Payment A. Owner shall pay Engineer for Resident Project Representative Basic Services as follows: 1. Resident Project Representative Services: For services of Engineer’s Resident Project Representative, if any, under Paragraph A1.06 of Exhibit A, the Hourly amount indicated in C2.01A.1.e for RPR. The amount includes compensation for the Resident Project Representative’s services. Appropriate amounts have been incorporated in the amount to account for labor costs, overhead, profit, and expenses related to the Resident Project Representative’s Services. Exhibit K – Amendment to Owner-Engineer Agreement Agreement Between Owner and Engineer for Professional Services Page 8 2. Reimbursable Expenses: In addition to the amount, Engineer is also entitled to reimbursement from Owner for the following RPR Reimbursable Expenses: included in the RPR estimate. 3. Resident Project Representative Schedule: The hourly amount set forth in Paragraph C2.01.A.1 above is based on part-time RPR services on a 40-hour workweek Monday through Friday providing part-time RPR over 18 months of active construction to the substantial completion date. Due to the nature of the project, supplemental RPR will be provided during critical project timeframes (i.e. large concrete pours, etc). Modifications to the schedule shall entitle Engineer to an equitable adjustment of compensation for RPR services. Exhibit D is added to the agreement as Attachment 1 following this Exhibit K. Exhibit E is added to the agreement as Attachment 2 following this Exhibit K. Change in time for services (days or date, as applicable): Conclusion of the Warranty Period, which is anticipated to be May 14, 2027. Owner and Engineer hereby agree to modify the above-referenced Agreement as set forth in this Amendment. All provisions of the Agreement not modified by this or previous Amendments remain in effect. OWNER: ENGINEER: By: By: Print name: Print name: Title: Title: Date Signed: Date Signed: Exhibit D - Resident Project Representative Agreement Between Owner and Engineer for Professional Services Page 1 This is EXHIBIT D, consisting of 5 pages, referred to in and part of the Agreement between Owner and Engineer for Professional Services dated February 13, 2023. 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. B. 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 A1.06, of this Agreement are applicable. C. The duties and responsibilities of the RPR are as follows: 1. 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. 2. 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. 3. 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. 4. 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. Exhibit D - Resident Project Representative Agreement Between Owner and Engineer for Professional Services Page 2 5. Liaison: a. 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. b. Assist Engineer in serving as Owner’s liaison with Contractor when Contractor’s operations affect Owner’s on-Site operations. c. Assist in obtaining from Owner additional details or information, when required for proper execution of the Work. 6. 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. , 7. Shop Drawings and Samples: a. Record date of receipt of Samples and Contractor-approved Shop Drawings. b. Receive Samples that are furnished at the Site by Contractor, and notify Engineer of availability of Samples for examination. c. 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. 8. 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. 9. Review of Work; Defective Work: a. 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. b. 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 c. Advise Engineer of that part of the Work that RPR believes should be uncovered for observation, or requires special testing, inspection, or approval. Exhibit D - Resident Project Representative Agreement Between Owner and Engineer for Professional Services Page 3 10. Inspections, Tests, and System Start-ups: a. Consult with Engineer in advance of scheduled inspections, tests, and systems start-ups. b. 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. c. Observe, record, and report to Engineer appropriate details relative to the test procedures and systems start-ups. d. 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. e. Accompany visiting inspectors representing public or other agencies having jurisdiction over the Work, record the results of these inspections, and report to Engineer. 11. Records: a. 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. b. 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. c. Upon request from Owner to Engineer, photograph or video Work in progress or Site conditions. d. 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. e. Maintain records for use in preparing Project documentation. f. Upon completion of the Work, furnish original set of all RPR Project documentation to Engineer. 12. Reports: a. 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. Exhibit D - Resident Project Representative Agreement Between Owner and Engineer for Professional Services Page 4 b. Draft and recommend to Engineer proposed Change Orders, Work Change Directives, and Field Orders. Obtain backup material from Contractor. c. Furnish to Engineer and Owner copies of all inspection, test, and system start-up reports. d. 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. 13. 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. 14. 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 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. 15. Completion: a. 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. b. 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. c. 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). D. Resident Project Representative shall not: 1. Authorize any deviation from the Construction Contract Documents or substitution of materials or equipment (including “or-equal” items). 2. Exceed limitations of Engineer’s authority as set forth in this Agreement. 3. Undertake any of the responsibilities of Contractor, Subcontractors, or Suppliers, or any Constructor. 4. 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. Exhibit D - Resident Project Representative Agreement Between Owner and Engineer for Professional Services Page 5 5. 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. 6. Participate in specialized field or laboratory tests or inspections conducted off-site by others except as specifically authorized by Engineer. 7. Accept Shop Drawing or Sample submittals from anyone other than Contractor. 8. Authorize Owner to occupy the Project in whole or in part. Exhibit E – Notice of Acceptability of Work Agreement Between Owner and Engineer for Professional Services Page 1 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 13, 2023. 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 Exhibit E – Notice of Acceptability of Work Agreement Between Owner and Engineer for Professional Services Page 2 observation of the Contractor’s work) under Engineer’s Agreement with Owner, and applies only to facts that are within Engineer’s knowledge or could reasonably have been ascertained by Engineer as a result of carrying out the responsibilities specifically assigned to Engineer under such Agreement. 5. This Notice is not a guarantee or warranty of Contractor’s performance under the Construction Contract, an acceptance of Work that is not in accordance with the related Contract Documents, including but not limited 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: