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Item 3.5 Wellhouse 4 Water Treatment Geotechnical Testing Request for City Council Action DEPARTMENT INFORMATION ORIGINATING DEPARTMENT REQUESTOR: MEETING DATE: Utilities Utility Manager Neidermeier September 23, 2024 PRESENTER(s) REVIEWED BY: ITEM #: AE2S Engineer Schaefer AE2S Engineer Schaefer Assistant City Administrator/Human Resources Hille 3.5 – Wellhouse 4 WTP – Geotech/Materials/Special Inspections Testing. 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 Council approve the Braun proposal for construction-phase geotechnical observation, materials testing, and special inspections for the Wellhouse 4 WTP project. ARE YOU SEEKING APPROVAL OF A CONTRACT? IS A PUBLIC HEARING REQUIRED? Yes No BACKGROUND/JUSTIFICATION: Braun Intertec has been providing geotechnical related services for the East WWTF Biosolids project and the West WWTF Improvements project, including special inspections. Braun has also provided a proposal for the Wellhouse 4 WTP project, and the scope was reviewed by AE2S and found to be appropriate. City Staff is agreeable to the terms stated and recommends approval. The agreement is pending City Attorney review. The proposal was presented to the Public Works Subcommittee on September 18, 2024 and recommended for the Council Consent Agenda. SUPPORTING DOCUMENTS ATTACHED: • Proposal for Special Inspection and Testing Services – City of Otsego Wellhouse 4 Treatment Improvements, Braun-Intertec dated September 3, 2024 POSSIBLE MOTION PLEASE WORD MOTION AS YOU WOULD LIKE IT TO APPEAR IN THE MINUTES: Motion to execute the agreement with Braun-Intertec for Special Inspection and Testing Services in the amount of $38,995, pending City Attorney review. BUDGET INFORMATION FUNDING: BUDGETED: Fund 601 – Drinking Water Utility Yes AA/EOE Braun Intertec Corporation 11001 Hampshire Avenue S Minneapolis, MN 55438 Phone: 952.995.2000 Fax: 952.995.2020 Web: braunintertec.com September 3, 2024 Proposal QTB202577 Adam Flaherty City of Otsego 13400 90th Street NE Otsego, MN 55330 Re: Proposal for Special Inspection and Testing Services City of Otsego Wellhouse 4 Treatment Improvements 10000 90th Street NE Otsego, Minnesota Dear Mr. Flaherty: Braun Intertec Corporation is pleased to submit this proposal to provide special inspections and testing services for the City of Otsego Welhouse 4 Treatment Improvements Project in Otsego, Minnesota. Our Understanding of the Project We understand this project will include the expansion of an existing wellhouse to include two pressure filters, material storage, and a partially buried backwash reclaim tank. Available Information This proposal was prepared using the following documents and information. ▪ Project plans and specifications prepared by AE2S, dated June 2024. ▪ Project Addenda numbered 1 to 3, respectively dated July 2, July 11, and July 16, 2024. ▪ Geotechnical Exploration Report prepared by Haugo GeoTechnical Services, dated December 21, 2023. ▪ Discussions with Ryan Hanson with AE2S. Scope of Services Services are performed under the direction of a licensed professional engineer, on a periodic basis, depending on the construction schedule and when they are requested by the general contractor. After reviewing available information, we understand our scope of services for the project will be limited to the tasks defined below. City of Otsego Proposal QTB202577 September 3, 2024 Page 2 Soil Related Services ▪ Observe and evaluate the soils exposed in excavations to determine if the soils are similar to those encountered with the geotechnical evaluation and suitable for support of fill, foundations or pavements. Our engineer can provide consultation for conditions that appear to differ from the geotechnical evaluation. ▪ Perform laboratory mechanical analyses (gradations) of prospective fill materials. ▪ Perform laboratory Proctor tests to determine the maximum Proctor dry densities and optimum moisture contents of prospective fill materials. ▪ Observe the placement and compaction of fill. ▪ Test compacted fill placed below building footprints and oversizing areas, below slabs and/or pavements, adjacent to walls, and in utility trenches, to determine if the relative compaction was achieved. ▪ Observe test rolls of the pavement subgrade soils and/or aggregate base layer to determine if the materials tested are capable of supporting pavement sections. Concrete Related Services ▪ Observe concrete reinforcement placement. ▪ Observe the general placement of bolts and other embeds in the plastic concrete. ▪ Sample and test the plastic concrete for slump, air content, temperature and prepare test cylinders for laboratory compressive strength testing with ACI level 1 field technicians. We will perform concrete testing on structural items as required by the IBC. Though not required by the IBC we have included testing for the interior slab on grade, exterior sidewalks, curb and gutter, and pavement. ▪ Observe the concrete placement and test sample preparation. ▪ Perform laboratory compressive strength testing of the concrete samples. ▪ Observe the installation of post-installed anchors on a periodic basis. Structural Masonry Related Services ▪ Observe the structural masonry construction and grouting operation on a periodic basis. ▪ Observe the preparation of grout prism samples. ▪ Perform structural masonry grout and structural masonry unit testing. Structural Steel Related Services ▪ Observe and test the structural steel welded and bolted connections in the field. City of Otsego Proposal QTB202577 September 3, 2024 Page 3 ▪ Observe and test the metal decking connections for orientation, sidelap fasteners, the hold down connections and the placement of shear studs. ▪ Observe and document the installation of the base plate anchor bolts. Engineering Review and Reporting Services ▪ Provide engineering consulting services, review test results and observations reports, and prepare required final reports. ▪ Management, including scheduling of our field personnel and communication with the contractor, owner, building official, and design team. ▪ Transmit results to the project team on weekly basis to the contractor, owner, building official, fabricators and design team. Basis of Scope of Work The costs associated with the proposed scope of services were estimated using the following assumptions. If the construction schedule is modified or the contractor completes the various phases of the project at different frequencies or durations than shown in this proposal, we may need to adjust the overall fee accordingly. The scope of work and number of trips required to perform these services are as shown in the attached table. Notable assumptions in developing our estimate include: ▪ This project will begin in the fall of 2024 and will be substantially complete by about fall of 2025. ▪ Assumptions regarding the number of trips for special inspections and testing are outlined in the attached cost estimate table. As the contractor’s schedule becomes available and designs are finalized, please review this proposed scope of work to determine if the project’s needs and budget will be met. ▪ Concrete placements for the structure will be observed throughout the duration by our technician as required by the IBC and project documents. The inspection of the reinforcement associated with structural concrete will be performed immediately prior to testing of the concrete with no additional trips or time incurred on some but not all concrete placements. ▪ The masonry construction will require inspections to be completed every time grout is placed. ▪ We assume the structural steel fabricator will be AISC certified and review of quality control manual or inspections of the fabrication shop are not required. If this assumption is not correct, please call us and we will provide a cost estimate for the fabrication shop inspections. ▪ No special site specific training or gear is required to complete our scope of services. ▪ Parking will be available on site for our vehicles. City of Otsego Proposal QTB202577 September 3, 2024 Page 4 ▪ You, or others you may designate, will provide us with current and approved plans and specifications for the project. Modification to these plans must also be sent to us so we can review their incorporation into the work. ▪ We will require a minimum of 24 hours’ notice for scheduling inspections for a specific time. Shorter than 24 hours’ notice may impact our ability to perform the requested services, and the associated impacts will be the responsibility of others. Fees We will furnish the services described in this proposal on a time and materials basis for an estimated fee of $38,995. A tabulation showing hourly and unit rates associated with our proposed scope of services is attached. The actual fees for our services will be based on the actual units or hours expended to meet the requirements of the project documents. This estimate was developed with the understanding that the scope of services defined herein will be required and requested during our normal work hours of 6:00 a.m. to 5:00 p.m., Monday through Friday. Services that we are asked to provide to meet the project requirements or the contractor’s construction schedule outside our normal business hours will be invoiced using an overtime rate factor. The factor for services provided outside our normal work hours or on Saturday will be 1.25 times the listed hourly rate for the service provided. The factor for services provided on Sunday or legal holidays will be 1.5 times the listed hourly rate for the service provided. We have not included premiums for overtime in our cost estimate; however, we recommend that allowances and contingencies be made for overtime charges based on conversations with the contractor. You will be billed only for services provided on a time and materials basis. Because our services are directly controlled by the schedule and performance of others, the actual cost may vary from our estimate. It is difficult to project all of the services and the quantity of services that may be required for any project. If services are required that are not discussed above, we will provide them at the rates shown in the attached table or, if not shown, at our current Schedule of Charges. We will invoice you on a monthly basis. General Remarks We will be happy to meet with you to discuss our proposed scope of services further and clarify the various scope components. We appreciate the opportunity to present this proposal to you. After reviewing this proposal, please sign and return one copy to our office as notification of acceptance and authorization to proceed. If anything in this proposal is not consistent with your requirements, please let us know immediately. Braun Intertec will not release any written reports until we have received a signed agreement. Also, ordering services from Braun Intertec constitutes acceptance of the terms of this proposal (including the attached General Conditions). The proposed fee is based on the scope of services described and the assumption that our services will be authorized within 30 days and that others will not delay us beyond our proposed schedule. City of Otsego Proposal QTB202577 September 3, 2024 Page 5 We include the Braun Intertec General Conditions, which provide additional terms and are a part of our agreement. To have questions answered or schedule a time to meet and discuss our approach to this project further, please contact Jeff Casmer 952.995.2314 (jcasmer@braunintertec.com) or Brad McCarter at 952.995.2268 (bmccarter@braunintertec.com). Sincerely, BRAUN INTERTEC CORPORATION Jeffrey D. Casmer, PE Project Engineer Bradley J. McCarter, PE Director, Senior Engineer Attachments: Fee Estimate Table QTB202577 General Conditions – CMT (1/1/18) c: Ryan Hanson, AE2S The proposal is accepted. We will reimburse you in accordance with this agreement, and you are authorized to proceed: Authorizer’s Firm Authorizer’s Signature Authorizer’s Name (please print or type) Authorizer’s Title Date Client:Service Description:Work Site Address: 10000 90th Street NE Otsego, MN City of Otsego Adam Flaherty Otsego City Hall 13400 90th Street NE Otsego, MN 55330 (763) 441-4414 Special Inspections and Testing Description Quantity Units Unit Price Extension Phase 1 Construction and Materials Testing Activity 1.1 Soil Observations and Testing $6,472.00 206 Excavation Observations 6.00 Hour 110.00 $660.00 Work Activity Detail Qty Units Hrs/Unit Extension Mat Foundation 1.00 Trips 3.00 3.00 Wall Foundations 1.00 Trips 3.00 3.00 207 Compaction Testing 26.00 Hour 94.00 $2,444.00 Work Activity Detail Qty Units Hrs/Unit Extension Foundations/Wall Backfill 4.00 Trips 3.00 12.00 Utility Backfill 4.00 Trips 3.00 12.00 Generator Pad 1.00 Trips 2.00 2.00 1308 Nuclear moisture-density meter charge, per hour 26.00 Each 28.00 $728.00 1318 Moisture Density Relationship (Standard), per sample 3.00 Each 200.00 $600.00 211 Proofroll Observations 3.00 Hour 120.00 $360.00 Work Activity Detail Qty Units Hrs/Unit Extension Roadways 1.00 Trips 3.00 3.00 1861 CMT Trip Charge 12.00 Each 50.00 $600.00 126 Project Engineer 6.00 Hour 180.00 $1,080.00 Activity 1.2 Concrete Observations and Testing $24,416.00 260 Concrete Observations 49.00 Hour 110.00 $5,390.00 Work Activity Detail Qty Units Hrs/Unit Extension Mat Foundation 2.00 Trips 2.50 5.00 Foundations/Thickened Slab 2.00 Trips 1.00 2.00 Foundation Walls 4.00 Trips 1.00 4.00 Housekeeping Pads 2.00 Trips 1.00 2.00 Generator Pad 1.00 Trips 1.00 1.00 Backwash Tank Walls 10.00 Trips 2.50 25.00 Backwash Tank Structural Slab 2.00 Trips 2.50 5.00 Backwash Tank Access Hatch Walls/Curb 2.00 Trips 2.50 5.00 261 Concrete Testing 72.00 Hour 94.00 $6,768.00 Work Activity Detail Qty Units Hrs/Unit Extension Mat Foundation 1.00 Trips 4.00 4.00 Foundations/Thickened Slab 2.00 Trips 2.50 5.00 Foundation Walls 4.00 Trips 2.50 10.00 Interior Slab on Grade 2.00 Trips 3.00 6.00 Housekeeping Pads 2.00 Trips 2.50 5.00 Generator Pad 1.00 Trips 2.00 2.00 Backwash Tank Walls 10.00 Trips 2.50 25.00 Backwash Tank Structural Slab 2.00 Trips 2.50 5.00 Backwash Tank Access Hatch Walls/Curb 2.00 Trips 2.50 5.00 Sidewalk and Aprons 2.00 Trips 2.50 5.00 Page 1 of 209/03/2024 04:09 PM Project Proposal QTB202577 City of Otsego Wellhouse 4 Improvements Proposal Total:$38,995.00 278 Concrete Cylinder Pick up 22.00 Hour 94.00 $2,068.00 Work Activity Detail Qty Units Hrs/Unit Extension Additional Trips 10.00 Trips 2.00 20.00 1861 CMT Trip Charge 50.00 Each 50.00 $2,500.00 1364 Compressive strength of concrete cylinders (ASTM C 39),per specimen 155.00 Each 38.00 $5,890.00 Work Activity Detail Qty Units Hrs/Unit Extension Mat Foundation 3.00 Sets 5.00 15.00 Foundations/Thickened Slab 2.00 Sets 5.00 10.00 Foundation Walls 4.00 Sets 5.00 20.00 Interior Slab on Grade 3.00 Sets 5.00 15.00 Housekeeping Pads 2.00 Sets 5.00 10.00 Generator Pad 1.00 Sets 5.00 5.00 Backwash Tank Walls 10.00 Sets 5.00 50.00 Backwash Tank Structural Slab 2.00 Sets 5.00 10.00 Backwash Tank Access Hatch Walls/Curb 2.00 Sets 5.00 10.00 Sidewalk and Aprons 2.00 Sets 5.00 10.00 126 Project Engineer 10.00 Hour 180.00 $1,800.00 Activity 1.3 Masonry Observations and Testing $3,249.00 203 Masonry Observations 18.00 Hour 110.00 $1,980.00 Work Activity Detail Qty Units Hrs/Unit Extension CMU Walls 6.00 Trips 3.00 18.00 1404 Compressive strength - Block, per specimen 3.00 Each 65.00 $195.00 1412 Compressive strength of grout (ASTM C 1019), per specimen 3.00 Each 78.00 $234.00 1861 CMT Trip Charge 6.00 Each 50.00 $300.00 126 Project Engineer 3.00 Hour 180.00 $540.00 Activity 1.4 Structural Steel Observations $1,590.00 605 ICC Structural Steel Technician 9.00 Hour 120.00 $1,080.00 Work Activity Detail Qty Units Hrs/Unit Extension Lintels 1.00 Trips 3.00 3.00 Beams and Columns 1.00 Trips 3.00 3.00 Mezzanine Framing 1.00 Trips 3.00 3.00 1664 NDE Trip charge 3.00 Each 50.00 $150.00 126 Project Engineer 2.00 Hour 180.00 $360.00 Activity 1.5 Engineering Review and Reporting $3,268.00 238 Project Assistant 8.00 Hour 94.00 $752.00 125 Project Control Specialist 4.00 Hour 104.00 $416.00 128 Senior Engineer 10.00 Hour 210.00 $2,100.00 Phase 1 Total:$38,995.00 Page 2 of 209/03/2024 04:09 PM Project Proposal QTB202577 City of Otsego Wellhouse 4 Improvements General Conditions Construction Material Testing and Special Inspections GC-CMT Page 1 of 2 Section 1: Agreement 1.1 Our agreement with you consists of these General Conditions and the accompanying written proposal or authorization (“Agreement”). This Agreement is the entire agreement between you and us. It supersedes prior agreements. It may be modified only in a writing signed by us, making specific reference to the provision modified. 1.2 The words “you,” “we,” “us,” and “our” include officers, employees, and subcontractor s. 1.3 In the event you use a purchase order or other documentation to authorize our scope of work (“Services”), any conflicting or additional terms are not part of this Agreement. Directing us to start work prior to execution of this Agreement constitutes your acceptance. If, however, mutually acceptable terms cannot be established, we have the right to terminate this Agreement without liability to you or others, and you will compensate us for fees earned and expenses incurred up to the time of termination. Section 2: Our Responsibilities 2.1 We will provide Services specifically described in this Agreement. You agree that we are not responsible for services that are not expressly included in this Agreement. Unless otherwise agreed in writing, our findings, opinions, and recommendations will be provided to you in writing. You agree not to rely on oral findings, opinions, or recommendations without our written approval. 2.2 In performing our professional s ervices, we will use that degree of care and skill ordinarily exercised under similar circumstances by reputable members of our profession practicing in the same locality. If you direct us to deviate from our recommended procedures, you agree to hold us harmless from claims, damages, and expenses arising out of your direction. If during the one year period following completion of Services it is determined that the above standards have not been met and you have promptly notified us in writing of such failure, we will perform, at our cost, such corrective services as may be necessary, within the original scope in this Agreement, to remedy such deficiency . Remedies set forth in this section constitute your sole and exclusive recourse with respect to the performance or quality of Services. 2.3 We will reference our field observations and sampling to available reference points, but we will not survey, set, or check the accuracy of those points unless we accept that duty in writing. Locations of field observations or sampling described in our report or shown on our sketches are based on information provided by others or estimates made by our personnel. You agree that such dimensions, depths, or elevations are approximations unless specifically stated otherwise in the report. You accept the inherent risk that samples or observations may not be representative of things not sampled or seen and further that site conditions may vary over distance or change over time. 2.4 Our duties do not include supervising or directing your representatives or contractors or commenting on, overseeing, or providing the means and methods of their services unless expressly set forth in this Agreement. We will not be responsible for the failure of your contractors, and the providing of Services will not relieve others of their responsibilities to you or to others. 2.5 We will provide a health and safety program for our employees, but we will not be responsible for contractor, owner, project, or site health or safety. 2.6 You will provide, at no cost to us, appropriate site safety measures as to work areas to be observed or inspected by us. Our employees are authorized by you to refuse to work under conditions that may be unsafe. 2.7 Unless a fixed fee is indicated, our price is an estimate of our project costs and expenses based on information available to us and our experience and knowledge. Such estimates are an exercise of our professional judgment and are not guaranteed or warranted. Actual costs may vary. You should allow a contingency in addition to estimated costs. Section 3: Your Responsibilities 3.1 You will provide us with prior environmental, geotechnical and other reports, specifications, plans, and information to which you have access about the site. You agree to provide us with all plans, changes in plans, and new information as to site conditions until we have completed Services. 3.2 You will provide access to the site. In the performance of Services some site damage is normal even when due care is exercised. We will use reasonable care to minimize damage to the site. We have not included the cost of restoration of damage in the estimated charges. 3.3 If we notify you that radiographic or gamma ray equipment or other nuclear testing or measuring device will be used, you will be responsible for the cooperation of your employees and your contractors in observing all radiation safety standards. 3.4 You will notify us of any knowledge or suspicion of the presence of hazardous or dangerous materials present on any work site. If we observe or suspect the presence of contaminants not anticipated in this Agreement, we may terminate Services without liability to you or to others, and you will compensate us for fees earned and expenses incurred up to the time of termination. 3.5 The time our field personnel spend on the job site depends upon the scheduling of the work we are observing or testing. You agree that any changes in scheduling may result in additional costs and agree to pay for those services at the rates listed in our cost estimate. 3.6 You agree to include us as an indemnified party in your contracts, if any, for work by others on the project, protecting us to the same degree as you are protected. You agree to list us as an Additional Insured under your liability insurance policies and to require subrogation be waived against us and that we will be added as an Additional Insured on all policies of insurance, including any policies required of your contractors or subcontractors, covering any construction or development activities to be performed on the project site. Section 4: Reports and Records 4.1 Unless you request otherwise, we will provide our report(s) in an electronic format. 4.2 Our reports, notes, calculations, and other documents and our computer software and data are instruments of our service to you, and they remain our property. We hereby grant you a license to use the reports and related information we provide only for the related project and for the purposes disclosed to us. You may not transfer our reports to others or use them for a purpose for which they were not prepared without our written approval. You agree to indemnify, defend, and hold us harmless from claims, damages, losses, and expenses, including attorney fees, arising out of such a transfer or use. 4.3 If you do not pay for Services in full as agreed, we may retain work not yet delivered to you and you agree to return to us all of our work that is in your possession or under your control. 4.4 Electronic data, reports, photographs, samples, and other materials provided by you or others may be discarded or returned to you, at our discretion, unless within 15 days of the report date you give us written direction to store or transfer the materials at your expense. Section 5: Compensation 5.1 You will pay for Services as stated in this Agreement. If such payment references our Schedule of Charges, the invoicing will be based upon the most current schedule. An estimated amount is not a firm figure. You agree to pay all sales taxes and other taxes based on your payment of our compensation. Our performance is subject to credit approval and payment of any specified retainer. 5.2 You will notify us of billing disputes within 15 days. You will pay undisputed portions of invoices upon receipt. You agree to pay interest on unpaid balances beginning 30 days after invoice dates at the rate of 1.5% per month, or at the maximum rate allowed by law. 5.3 If you direct us to invoice a third party, we may do so, but you agree to be responsible for our compensation unless the third party is GC-CMT Revised 1/1/2018 Page 2 of 2 creditworthy (in our sole opinion) and provides written acceptance of all terms of this Agreement. 5.4 Your obligation to pay for Services under this Agreement is not contingent on your ability to obtain financing, governmental or regulatory agency approval, permits, final adjudication of any lawsuit, your successful completion of any project, receipt of payment from a third party, or any other event. No retainage will be withheld. 5.5 If you do not pay us in accordance with this Agreement, you agree to reimburse all costs and expenses for collection of the moneys invoiced , including but not limited to attorney fees and staff time. 5.6 You agree to compensate us in accordance with our Schedule of Charges if we are asked or required to respond to legal process arising out of a proceeding related to the project and as to which we are not a party. 5.7 If we are delayed by factors beyond our control, or if project conditions or the scope or amount of work changes, or if changed labor conditions result in increased costs, decreased efficiency, or delays, or if the standards or methods change, we will give you timely notice, the schedule will be extended for each day of delay, and we will be compensated for costs and expenses incurred in accordance with our Schedule of Charges. 5.8 If you fail to pay us in accordance with this Agreement, we may consider the default a total breach of this Agreement and, at our option, terminate our duties without liability to you or to others, and you will compensate us for fees earned and expenses incurred up to the time of termination. 5.9 In consideration of our providing insurance to cover claims made by you, you hereby waive any right to offset fees otherwise due us. Section 6: Disputes, Damage, and Risk Allocation 6.1 Each of us will exercise good faith efforts to resolve disputes without litigation. Such efforts will include, but not be limited to, a meeting(s) attended by each party’s representative(s) empowered to resolve the dispute. Before either of us commences an action against the other, disputes (except collections) will be submitted to mediation. 6.2 Notwithstanding anything to the contrary in this Agreement, neither party hereto shall be responsible or held liable to the other for punitive, indirect, incidental, or consequential damages, or liability for loss of use, loss of business opportunity, loss of profit or revenue, loss of product or output, or business interruption. 6.3 You and we agree that any action in relation to an alleged breach of our standard of care or this Agreement shall be commenced within one year of the date of the breach or of the date of substantial completion of Services, whichever is earlier, without regard to the date the breach is discovered. Any action not brought within that one year time period shall be barred, without regard to any other limitations period set forth by law or statute. We will not be liable unless you have notified us within 30 days of the date of such breach and unless you have given us an opportunity to investigate and to recommend ways of mitigating damages. You agree not to make a claim against us unless you have provided us at least 30 days prior to the institution of any legal proceeding against us with a written certificate executed by an appropriately licensed professional specifying and certifying each and every act or omission that you contend constitutes a violation of the standard of care governing our professional services. Should you fail to meet the conditions above, you agree to fully release us from any liability for such allegation. 6.4 For you to obtain the benefit of a fee which includes a reasonable allowance for risks, you agree that our aggregate liability for all claims will not exceed the fee paid for Services or $50,000, whichever is greater. If you are unwilling to accept this allocation of risk, we will increase our aggregate liability to $100,000 provided that, within 10 days of the date of this Agreement, you provide payment in an amount that will increase our fees by 10%, but not less than $500, to compensate us for the greater risk undertaken. This increased fee is not the purchase of insurance. 6.5 You agree to indemnify us from all liability to others in excess of the risk allocation stated herein and to insure this obligation. In addition, all indemnities and limitations of liability set forth in this Agreement apply however the same may arise, whether in contract, tort, statute, equity or other theory of law, including, but not limited to, the breach of any legal duty or the fault, negligence, or strict liability of either party. 6.6 This Agreement shall be governed, construed, and enforced in accordance with the laws of the state in which our servicing office is located, without regard to its conflict of law rules. The laws of the state of our servicing office will govern all disputes, and all claims shall be heard in the state or federal courts for that state. Each of us waives trial by jury. 6.7 No officer or employee acting within the scope of employment shall have individual liability for his or her acts or omissions, and you agree not to make a claim against individual officers or employees. Section 7: General Indemnification 7.1 We will indemnify and hold you harmless from and against demands, damages, and expenses of others to the comparative extent they are caused by our negligent acts or omissions or those negligent acts or omissions of persons for whom we are legally responsible. You will indemnify and hold us harmless from and against demands, damages, and expenses of others to the comparative extent they are caused by your negligent acts or omissions or those negligent acts or omissions of persons for whom you are legally responsible. 7.2 To the extent it may be necessary to indemnify either of us under Section 7.1, you and we expressly waive, in favor of the other only, any immunity or exemption from liability that exists under any worker compensation law. Section 8: Miscellaneous Provisions 8.1 We will provide a certificate of insurance to you upon request. Any claim as an Additional Insured shall be limited to losses caused by our negligence. 8.2 You and we, for ourselves and our insurers, waive all claims and rights of subrogation for losses arising out of causes of loss covered by our respective insurance policies. 8.3 Neither of us will assign or transfer any interest, any claim, any cause of action, or any right against the other. Neither of us will assign or otherwise transfer or encumber any proceeds or expected proceeds or compensation from the project or project claims to any third person, whether directly or as collateral or otherwise. 8.4 This Agreement may be terminated early only in writing. You will compensate us for fees earned for performance completed and expenses incurred up to the time of termination. 8.5 If any provision of this Agreement is held invalid or unenforceable, then such provision will be modified to reflect the parties' intention. All remaining provisions of this Agreement shall remain in full force and effect. 8.6 No waiver of any right or privilege of either party will occur upon such party's failure to insist on performance of any term, condition, or instruction, or failure to exercise any right or privilege or its waiver of any breach.