Item 3.17 Wellhouse 3 Water Treatment Improvements Professional Services Agreement
Request for
City Council Action
DEPARTMENT INFORMATION
ORIGINATING DEPARTMENT REQUESTOR: MEETING DATE:
Utilities Utility Manager Neidermeier December 9, 2024
PRESENTER(s) REVIEWED BY: ITEM #:
Consent
City Administrator/Finance Director Flaherty
City Attorney Kendall
3.17 – 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 is recommending City Council approval of a Professional Services Agreement.
ARE YOU SEEKING APPROVAL OF A CONTRACT? IS A PUBLIC HEARING REQUIRED?
Yes No
BACKGROUND/JUSTIFICATION:
The City of Otsego’s Wellhouse 3 Water Treatment Improvements Project is included within the Capital Improvement
Plan for engineering and design services to initiate in 2025. The project will improve drinking water quality and will meet
Minnesota Department of Health’s Health-Based Values. The project includes secured Federal funding and is anticipated
to receive State grant funding.
During an initial site analysis of the existing wellhouse site, it was concluded that the treatment processes required will
not fit on the existing parcel. An appropriate parcel has been identified for the new water treatment plant along with an
easement corridor for pipelines. The new site is planned to consist of a 3,000 gallon per minute pressure filtration water
treatment plant, backwash recovery/reclamation tank, standby generator, and a new well.
The proposal was presented to the Public Works Subcommittee on November 20, 2024, and recommended for
consideration of approval by the City Council. The City Attorney has reviewed the Agreement and has provided consent
for consideration of approval.
SUPPORTING DOCUMENTS ATTACHED:
• Professional Services Agreement
POSSIBLE MOTION
PLEASE WORD MOTION AS YOU WOULD LIKE IT TO APPEAR IN THE MINUTES:
Motion to approve a Professional Services Agreement between the City of Otsego and Advanced Engineering and
Environmental Services, LLC (AE2S) for the Wellhouse 3 Water Treatment Improvements Project in the amount of
$786,100.00.
BUDGET INFORMATION
FUNDING: BUDGETED:
Fund 601 –Water Utility
Yes
Page 1 of 9 Agreement Between Owner and Engineer for Professional Services AGREEMENT BETWEEN OWNER AND ENGINEER FOR PROFESSIONAL SERVICES THIS IS AN AGREEMENT effective as of November 25 , 2024 (“Effective Date”) between City of Otsego, Minnesota (“Owner”) and Advanced Engineering and Environmental Services, LLC (AE2S) (“Engineer”). Implementation of Wellhouse No. 3 Water Treatment Plant (“Project”). 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 Agree ment.
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 t ime
or dates are changed, or the orderly and continuous progr ess
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
Page 2 of 9 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 forth in 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 attributabl e 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 limi ted
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.
Page 3 of 9 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 A1.07. 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 interpret ation
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 fil es
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 Pr oject
unless completed by Engineer, or for use or reuse by Owner or others on extensions of the Project or on any other p roject
without written verification or adaptation by Engineer;
(2) any such use or reuse, or any modification of the
Documents, without written verification, completion, or
adaptation by Engineer, as appropriate for the specific
purpose intended, will be at Owner’s sole risk and without
liability or legal exposure to Engineer or to Engineer’s Consultants; and (3) Owner shall indemnify and hold
harmless Engineer and Engineer’s Consultants from all
Page 4 of 9 Agreement Between Owner and Engineer for Professional Services 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 applicab le
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 completed and uncompleted tasks, and to assemble Project
materials in orderly files.
Page 5 of 9 Agreement Between Owner and Engineer for Professional Services 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 transf er 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 th e
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 t he
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 th e
Constituents of Concern; and (2) warrants that the Site is in full compliance with applicable Laws and Regulations. E. If the presence at the Site of undisclosed Constituents of Concern adversely affects the performance of Engineer’s
services under this Agreement, then the Engineer shall have
the option of (1) accepting an equitable adjustment in its compensation or in the time of completion, or both; or (2) terminating this Agreement for cause on 30 days notice. F. Owner acknowledges that Engineer is performing
professional services for Owner and that Engineer is not and
Page 6 of 9 Agreement Between Owner and Engineer for Professional Services 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 limi ted
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 oth er 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, arbitr ation,
or other dispute resolution costs) arising out of to En gineer’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 remai nder
of this Agreement. E. Not used. F. Executed in Counterparts . This Agreement may be
executed in counterparts, each of which together will
constitute one and the same instrument. Delivery of an
executed counterpart of this Agreement shall constitute
effective delivery of this Agreement. Each Party agrees that
the delivery of the Agreement by facsimile or electronic
mail shall have the same force and effect as delivery of
original signature and that each Party may use such
facsimile or electronic mail signatures as evidence of the
execution and delivery of the Agreement by the Parties to
the same extent that an original signature could be used. ARTICLE 7 - DEFINITIONS 7.01 Defined Terms A. Wherever used in this Agreement (including the
Exhibits hereto) terms (including the singular and plural forms) printed with initial capital letters have the meanings indicated in the text above or in the exhibits; in the following provisions: or in the “Standard General Conditions of the
Construction Contract,” prepared by the Engineers Joint
Contract Documents Committee (No. C-700, 2002 Edition): 1. Additional Services --The services to be
performed for or furnished to Owner by Engineer in
accordance with Exhibit A, Part 2, of this Agreement. 2. Basic Services --The services to be
performed for or furnished to Owner by Engineer in
accordance with Exhibit A, Part 1, of this Agreement. 3. Construction Cost --The cost to Owner of
those portions of the entire Project designed or
specified by Engineer. Construction Cost does not
include costs of services of Engineer or other design
professionals and consultants, cost of land, rights-of-
way, or compensation for damages to properties, or
Page 7 of 9 Agreement Between Owner and Engineer for Professional Services 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 Regulations--Any and all applicable laws, rules,
regulations, ordinances, codes, and orders of any and
all governmental 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 11
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. F. Exhibit G, “Insurance,” consisting of 1 page. 8.02 Total Agreement A. This Agreement (consisting of pages 1 to 9 inclusive, together with the exhibits identified above) constitutes the entire agreement between Owner and Engineer and
supersedes all prior written or oral understandings. This Agreement may only be amended, supplemented, modified,
or canceled by a duly executed written instrument based on
the format of Exhibit K to this Agreement. 8.03 Designated Representatives A. With the execution of this Agreement, Engineer and
Owner shall designate specific individuals to act as
Page 8 of 9 Agreement Between Owner and Engineer for Professional Services 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 un paid
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 1 of 11 Exhibit A – Engineer’s Services Agreement Between Owner and Engineer for Professional Services This is EXHIBIT A, consisting of 11 pages, referred to in and part of
the Agreement between Owner and Engineer for Professional
Services dated November 25, 2024.
Engineer’s Services Article 1 of the Agreement is amended and supplemented to i nclude the following agreement of the parties. Engineer shall
provide Basic and Additional Services as set forth below. Project Summary The project scope generally includes a new water treatment that is fed by Well House No. 3. The project is anticipated to
include the following components:
• Permitting and grant coordination
• Jar testing study to optimize treatment dosages
• New water treatment plant building
o Anticipated Rooms: chemical rooms, electrical room, mechanical r oom, process area
o Two (2) pressure filter(s), blower, piping, and appurtena nces
o HVAC and mechanical systems
o Electrical systems and standby generator
• Finished water and sanitary piping to street (raw water pipi ng from Well House 3 covered by others)
• Backwash recovery/reclaim tank system
• New Well, pump, and raw water piping to water treatment plant
• Civil site improvements
• Wellhouse No. 3 modifications
o Process piping and metering adjustments modifications with in the wellhouse
o Upsizing raw water piping leaving the building to tie int o work by Others
o Chemical systems removal • The following is a projected project schedule. Schedule is contingent on federal funding and will be revised if
federal funding is delayed.
o November 2024 – Council approval of professional services agreement
o December 2024-May 2025 – Environmental Review (NEPA)
o January-March 2025 – Jar Testing/Study Phase
o March-May 2025 – Preliminary Design
o June-November 2025 – Final Design
o November 2025-January 2026 – MDH review
o February-March 2026 – Bidding
o 2026-2027 – Construction
o Late 2027 – Start-up
Project Basis and Assumptions
• Site survey and geotechnical analysis procured by City.
• Permitting fees paid by City. PART 1 – BASIC SERVICES A1.01 Permitting and Grant Coordination A. Engineer Shall:
a. Provide cost-share funding assistance to the Owner b. Prepare Environmental Protection Agency (EPA) Required Wor k Plan – Draft already completed and
excluded from the scope
c. Prepare EPA Required National Environmental Policy Act (NEP A) submittal – Environmental
Assessment i. Follows EPA’s “Environmental Information Document” outl ine;
Page 2 of 11 Exhibit A – Engineer’s Services Agreement Between Owner and Engineer for Professional Services ii. Confirmation that EPA’s EID outline satisfies MDH requi rements d. Coordination with EPA
e. Coordination with Minnesota Department of Health (MDH) A1.02 Well Design and Coordination Phase A. Engineer shall: 1. Hydrogeologic Investigation
a. Complete a desktop hydrogeological evaluation of the site u sing surrounding well logs and prepare a
geologic forecast of the proposed well and design specifications. b. Review well logs from private wells within a 1-mile radius of the well site and determine the potential
for well interference.
c. Delineate the required MDH preliminary well head protection (WH P) area for the proposed well.
Review well cross section drawings and well specifications. 2. Regulatory Discussions
a. Review Owner’s previous discussions of future wells with t he MDH and the Minnesota Department
of Natural Resources (DNR). b. Assist Owner and Engineer with the completion of the DNR’s preliminary well construction
assessment application.
c. Follow up with MDH and DNR regarding the permitting an d design of a new well. 3. Design/Bidding
a. Prepare well bidding plans and specifications package. b. Prepare and publish advertisement for bids in accordance w ith applicable State laws pertaining to
competitive bids
c. Well recommendation of contractor award d. Determine new well pump sizing when test pumping data is avail able. 4. Construction Services
a. Reserved for future use. A1.03 Study and Report Phase A. Engineer shall: 1. Analytical Evaluation and Pilot Testing
a. Compile water quality parameters from Wellhouse No. 3 and Wel lhouse No. 4. b. Conduct on-site testing for water from Wells 4, 5, and 11 to confirm that Wellhouse 4 pilot testing is
reasonably predictive for design purposes.
c. Establish design parameters considering unknowns associated with new Well. d. Determine anticipated optimal dosages of oxidant chemicals.
e. The anticipated duration of the evaluation and jar testing is two (2) weeks. f. Prepare a technical memorandum outlining operation assumptio ns and design criteria for the new water
treatment plant. A1.04 Preliminary Design Phase A. Engineer shall: 1. Prepare Preliminary Design Phase Documents consisting of f inal design criteria, preliminary drawings, outline
specifications, and written descriptions, all of which are to be subject to approval by Engineer and acceptance
by Owner. 2. For field surveys and topographic and utility mapping in support of the design, comply with the scope of work and procedure for the identification and mapping of exi sting utilities selected and authorized by Owner,
pursuant to advice from Engineer, based on ASCE 38, “Standa rd Guideline for the Collection and Depiction
Page 3 of 11 Exhibit A – Engineer’s Services Agreement Between Owner and Engineer for Professional Services of Existing Subsurface Utility Data,” as set forth above. If no such scope of work and procedure for utility
mapping has been selected and authorized, then at a minimum the utility mapping (if within Consultant’s
Services) will include Consultant contacting utility owners and obtaining available information. 3. Visit the Site as needed to prepare the Preliminary Design Phase Documents. 4. Advise Engineer if additional reports, data, information, or services of the types described in Exhibit B are
necessary and assist Engineer in obtaining such reports, da ta, information, or services. 5. Based on the information contained in Consultant’s Prelimin ary Design Phase Documents, submit a revised
opinion of probable Construction Costs with respect to p ortions of the Work designed or specified by Engineer. 6. Perform or provide the following additional Preliminary D esign Phase tasks or deliverables: a. Prepare for and conduct a Project team kick-off meeting attended by Owner, Engineer, and Engineer’s
Consultants at the office of the Owner. The Project kick-of f meeting will have a proposed duration of
up to Two (2) hours (excluding travel). b. Complete the following services and discipline-specific tasks as sociated with the Preliminary Design
(30%) Milestone: i. Task 100 – Project Management, Meetings, and Miscellaneous Tasks 1. The Engineer will prepare for and attend Public Works Sub committee Meetings and
other relevant meetings needed to successfully complete the prel iminary design of
the WTP Project. 2. Develop a project organization chart, BIM/CAD standards, and other relevant
Project documents. 3. Coordinate site geotechnical investigation and topographic s urvey data necessary to
support the structural design of the WTP with the Owner. 4. Assist Owner with arranging for additional representative W TP facility
tours. Engineer’s representative(s) will accompany Owner o n proposed facility
tours. Includes travel expenses for Engineer’s representat ive(s). 5. Assist Owner with completing required applications and a pproval submittals related
to the Project, attend review meetings, document requested revisions, and incorporate revisions for:
a. Minnesota Department of Health (MDH); b. Minnesota Department of Natural Resources (DNR);
c. City Planning Department; d. Stormwater Management Plan;
e. Plumbing Plan; and f. Department of Labor and Industry (DOLI). ii. Task 200 – Civil 1. City Engineering Approval
a. Prepare and submit required information and documentation for City Engineering review and approval processes (documentation, meet ings, etc.)
related to site plan development, site entrance and exit, fini shed water and
sanitary sewer routing, easement for utilities, street and roadway boring
issues, and other related Owner approval items. 2. Site Design
a. Documentation of existing site conditions and preliminar y design of
required site clearing and demolition components, a site access road, concrete and pavement requirements, curb and gutter, sidewalks, aprons, and driveways, site signage and pavement marking, fencing/si te access
control, sustainability items, and potential site walking trails and/or site
bike path. 3. Site Piping (Plan & Profile)
a. Preliminary design of on-site raw water piping finished w ater tie-in, WTP
overflows, WTP residuals piping, roof drain discharges, on-site stormwater
system to address impervious surfaces, stormwater/overflow pond system, and foundation underdrain system, if required.
Page 4 of 11 Exhibit A – Engineer’s Services Agreement Between Owner and Engineer for Professional Services iii. Task 300 - Structural 1. Define structural items for WTP area, pumping and chemical feed areas,
administration and support system (HVAC and electrical) areas, and other relevant
WTP infrastructure. 2. Preliminary design of architectural structural items for t he WTP area, pumping, and
chemical feed areas, administrative and support areas, and other r elevant WTP
facility spaces.
a. Assumed to include the preliminary layout and design of p ersonnel area
floor systems, structural steel assemblies, WTP roof and su pport, exterior
walls, interior walls, stairs, stair towers, windows, flo or hatches, and other
relevant infrastructure. 3. Develop geotechnical exploration scope. Determine site specific ge otechnical
conditions for each facility and structure. Develop specific foundation requirements
and recommendations. Geotechnical work to be completed by others and to be contracted with Owner. 4. Verify constructability (shoring and bracing requirements , dewatering issues). iv. Task 400 - Architectural 1. Establish preliminary room sizes with input from Owner. Establish architectural
theme for exterior of building. Select interior and exterio r construction materials for
each building. Select roof type, slope, and roof support sy stem for each building.
a. Prepare up to three (3) preliminary building concepts (han d sketches or
CAD equivalent including plans, select sections, select elevatio ns, and
exterior materials). b. Conduct one (1) architectural design workshop to discuss concepts for building design. c. Develop a single layout from the compiled comments for advan cement in
detailed design. 2. Assign code classification to each building (WTP and Wellhou se No. 3). Meet with
local code official to review code classifications. 3. Compile list of chemicals and amounts to be used. Coordin ate with other disciplines
(mechanical and electrical) to resolve code compliance issues specifi c to these
disciplines (e.g., National Electrical Code and National Fire Protection Association
820 issues). 4. Review concepts and draft work products with and seek app roval from quality
control reviewer. 5. Coordinate with instrumentation and controls (I&C) and electrical disciplines to size
and locate electrical and control rooms. 6. Coordinate security fencing with civil engineer (if requir ed), security camera
location with I&C, and coordinate door hardware and access readers. v. Task 500 - Process 1. Preliminary level design engineering of pressure filtration treatment system,
concrete backwash tank, pumped filter reclaim system, filter air backwash systems,
and treatment process residuals handling systems. 2. Preliminary design of chemical storage and feed systems incl uding gas chlorine,
potassium permanganate (if required), hydrofluosilicic acid (l iquid), phosphate
(liquid), hydrous manganese oxide (HMO), and related chemical components. 3. Development of preliminary equipment list and associated electr ical loads as
applicable to the design stage and progress. 4. Development of preliminary process flow diagram to include treatment processes
and chemical feed systems. 5. Development of preliminary pipe and valve schedules with si zing and materials of
construction as applicable to the design stage and progress. 6. Development of preliminary facility plans with the layout of process equipment
including plan views, elevation development, and sections as ap plicable to the design
stage and progress.
Page 5 of 11 Exhibit A – Engineer’s Services Agreement Between Owner and Engineer for Professional Services vi. Task 600 – Mechanical 1. Evaluate and select type of ventilation system to be used in process buildings (inlet
air tempered with both inlet and outlet fans, simple exhau st fan system) and
document design criteria. 2. Evaluate and select type of heating system to be used (hot wate r boiler, hot air
furnace, space heaters) and document design criteria. Identify fuel (gas, oil, or other
fuel) for heating buildings and identify local fuel source an d/or fuel storage
requirements. 3. Evaluate and select type of air conditioning system to be used in personnel spaces
(variable air volume system, zoned constant air volume s ystem) and document
design criteria. 4. Evaluate needed HVAC improvements at Wellhouse No. 3. 5. Evaluate available credits with utility providers to help determine areas where
energy efficiency could be included in design. 6. Coordinates with the architectural discipline to establish d esign R-values for all
exterior walls. 7. Coordinate with local fire marshal and Architect to determine req uirements for
sprinklers and fire protection and document design criter ia and requirements. 8. Review concepts and draft work products with and seek app roval from quality
control reviewer. vii. Task 700 – Electrical/I&C 1. Develop preliminary design of electrical systems to support tr eatment system,
electric service, metering, lighting, heating, cooling, ventilat ion, dehumidification,
pumping, and general electrical requirements. 2. Determine system plant voltage, work with the serving uti lity for power availability,
and work with process and mechanical engineers and develop a prel iminary facility
load list. 3. Evaluate available credits with utility providers to help determine areas where
energy efficiency could be included in design. 4. Instrumentation & Controls
a. Develop a Project design tagging methodology b. Work with or obtain from Owner a preferred list of instr umentations
c. Develop preliminary piping and instrumentation diagram (P&ID) c. Deliverables i. Preliminary Design 30% Milestone Deliverable 1. Preliminary Design (30%) Drawings
a. Preliminary cover, preliminary drawing list, location map s, developed
Water Treatment Plant area plan and grid system, existing sit e plan,
preliminary site plan with structures, preliminary WTP fl oor plans for all
major levels, preliminary WTP sections for key areas, prelimi nary exterior
WTP building elevations, preliminary foundation plans, pr eliminary WTP
plans for all levels, preliminary WTP sections, base process d rawings, and
preliminary P&ID. 2. Preliminary Design (30%) Cost Estimate
a. Develop a preliminary design cost estimate with 20-30% contin gency. 3. Preliminary Design (30%) Specifications
a. Includes a preliminary Table of Contents of anticipated speci fication
sections. 4. Architectural Renderings
a. Elevation sketches and one (1) site rendering. d. Complete a quality assurance / quality control (QA/QC) revi ew of the Preliminary Design deliverable
documents as prepared by each Project discipline. QA/QC re view Team members will include
Engineer’s and Engineer’s Consultants personnel with know ledge of the Project and both actively and
not actively providing Final Design Phase services for the Pr oject. e. Prepare for and conduct a Project Team meeting attended by Owner, Engineer, and Engineer’s
Consultants, as applicable, with an assumed duration of u p to two (2) hours (excluding travel) at the
Page 6 of 11 Exhibit A – Engineer’s Services Agreement Between Owner and Engineer for Professional Services office of the Owner at the Preliminary Design (30%) Miles tone to review the design developed to date
and develop a work plan for proceeding to the Final Desig n (60%) Milestone. 7. Furnish electronic review copy of Preliminary Design Phase Do cuments, revised opinion of probable
Construction Cost, and any other Preliminary Design Phase del iverables to Owner within schedule identified
in Prime Agreement, and review them with Owner. Within 15 days of receipt, Owner shall submit to Engineer
any comments regarding the furnished items. 8. Revise the Preliminary Design Phase Documents, opinion of p robable Construction Cost, and any other
Preliminary Design Phase deliverables in response to Owner’s and Engineer’s comments, as appropriate, and
furnish to Owner electronic copies of the revised Preliminary D esign Phase Documents, revised opinion of
probable Construction Cost, and any other deliverables B. Engineer’s services under the Preliminary Design Phase wi ll be considered complete on the date when Engineer has
delivered to Engineer the final copies of the revised Prelimin ary Design Phase Documents, revised opinion of
probable Construction Cost with respect to portions of t he Work designed or specified by Engineer, and other
Preliminary Design Phase deliverables. A1.05 Final Design Phase A. After acceptance by Owner of the Preliminary Design Phase docum ents, 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 d esign requirements of or for the Project, and upon written authorization from Owner, Engineer shall: 1. Prepare final Drawings and Specifications indicating the scop e, 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 proba ble Construction Cost known to Engineer. 3. Perform or provide the following additional Final Design Phase tasks or deliverables:
a. Complete the following discipline-specific Tasks: i. Task 100 – Project Management, Meetings, and Miscellaneous Tasks 1. The Engineer will prepare for and attend Public Works Su bcomittee Meetings and
other relevant meetings needed to successfully complete the fin al design and award
the WTP Project. 2. Conduct weekly virtual design team coordination meetings as required to meet
project needs. 3. Participate in final design review meetings with Owner and d esign team. 4. Provide QA/QC review of final drawings and specifications. 5. Continue with assistance related to permits and governing au thority approvals. 6. Assist City staff in obtaining approval of the plans an d specifications by the MDH,
DOLI, and EPA. The cost to submit MDH permit is includ ed as part of this scope.
Any other permit fees needed will be paid by the Owner. ii. Task 200 - Civil 1. Complete Civil final design components and related final drawings and specifications. 2. Complete QA/QC review and final coordination of Civil draw ings and specifications
with other disciplines. 3. Final Design of raw water lines to connect wells on the nor th side of I-94 to the WTP.
Design to include crossing under I-94. 4. Participate in final design review meeting with Owner and desi gn team. Following
review meeting, address final Owner and design team review comments. iii. Task 300 - Structural 1. Complete Structural final design components and related final d rawings and
specifications.
Page 7 of 11 Exhibit A – Engineer’s Services Agreement Between Owner and Engineer for Professional Services 2. Complete QA/QC review and final coordination of Structural drawings and
specifications with other disciplines. 3. Participate in final design review meeting with Owner and desi gn team. Following
review meeting, address final Owner and design team review comments. iv. Task 400 - Architectural 1. Complete Architectural final design components and related fi nal drawings and
specifications. 2. Complete QA/QC review and final coordination of Architecture drawings and specifications with other disciplines. 3. Participate in final design review meeting with Owner and desi gn team. Following
review meeting, address final Owner and design team review comments. v. Task 500 - Process 1. Complete Process final design components and related final drawings and specifications. 2. Complete QA/QC review and final coordination of Process dra wings and
specifications with other disciplines. 3. Participate in final design review meeting with Owner and desi gn team. Following
review meeting, address final Owner and design team review comments. vi. Task 600 - Mechanical 1. Complete Mechanical final design components and related final dra wings and
specifications. 2. Complete QA/QC review and final coordination of Mechanical dr awings and
specifications with other disciplines. 3. Participate in final design review meeting with Owner and desi gn team. Following
review meeting, address final Owner and design team review comments. vii. Task 800 - Electrical 1. Finalize design of all plant wide electrical process, instrumentation, controls, and related systems for all on-site WTP facilities. 2. Finalize design of lighting plans, lighting control sys tem, systems plans, fire alarm
plans, CCTV plans, process plans, and general power plans f or all levels of the
facility. 3. Finalize one-lines, panelboards, and all schedules. 4. Finalize all system riser diagrams, schematics, and electrical det ails. 5. Finalize site and on-site WTP facilities access control and security design. 6. Complete QA/QC review and final coordination of Electrical dr awings and
specifications with other disciplines. 7. Participate in final design review meeting with Owner and desi gn team. Following
review meeting, address final Owner and design team review comments. b. Deliverables i. 60% Deliverable Milestone 1. 60% Drawings 2. 60% Specifications (refined TOC with key specification sections) 3. 60% Cost Estimate (with 20% Contingency) ii. 90% Deliverable Milestone 1. 90% Drawings 2. 90% Specifications 3. 90% Cost Estimate (with 15% Contingency) iii. Final Design (100%) Deliverable Milestone 1. 100% Drawings 2. 100% Specifications 3. 100% Cost Estimate (with 10% contingency) 4. Prepare and furnish Bidding/Quoting Documents for revi ew by Owner, its legal counsel, and other advisors,
and assist Owner in the preparation of other related document s. Owner shall submit to Engineer any comments
and instructions for revisions.
Page 8 of 11 Exhibit A – Engineer’s Services Agreement Between Owner and Engineer for Professional Services 5. Revise the Bidding/Quoting Documents in accordance with co mments and instructions from the Owner, as
appropriate, and submit final electronic PDF copies of the Bid ding 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 consi dered complete on the date when Engineer has
delivered to Owner the final Drawings and Specifications, ot her assembled Construction Contract Documents,
bidding-related documents (or requests for proposals or ot her construction procurement documents), and any other
Final Design Phase deliverables. C. In the event that the Work designed or specified by Engin eer is to be performed or furnished under more than one
prime contract, or if Engineer’s services are to be separatel y 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 cont racts. This schedule is to be prepared and included in or become an amendment to Exhibit A whether or not the work u nder such contracts is to proceed concurrently. D. The number of prime contracts for Work designed or specifi ed by Engineer upon which the Engineer’s compensation
has been established under this Agreement is one. If more prime contracts are awarded, Engineer shall be entitled to
an equitable increase in its compensation under this Agreement. A1.06 Bidding or Negotiating Phase A. After acceptance by Owner of the final Drawings and Specificat ions, other Construction Contract Documents,
bidding-related documents (or requests for proposals or o ther construction procurement 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, assist Owner in issuing assembled design, contract, and bidding-related documents (or requests for proposals or other construction procurement
documents) to prospective contractors, and, where applicab le, maintain a record of prospective contractors to
which documents have been issued, attend pre-bid conferences, if any, and receive and process contractor
deposits or charges for the Bidding Documents. 2. Prepare and issue Addenda as appropriate to clarify, correct, or change the Bidding Documents. 3. Provide information or assistance needed by Owner in the co urse of any review of proposals or negotiations
with prospective contractors. 4. Consult with Owner as to the qualifications of prospective contractors. 5. Consult with Owner as to the acceptability of subcontracto rs, 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. 6. If the issued documents require, the Engineer shall evaluate an d determine the acceptability of "or equals" and
substitute materials and equipment proposed by prospective contractors, provided that such proposals are
allowed by the bidding-related documents (or requests for proposals or other construction procurement
documents) prior to award of contracts for the Work. 7. Perform or provide the following additional Bidding or Negotiating Phase tasks or deliverables: host electronic
bidding documents on Engineer’s Quest CDN webpage. 8. Attend the Bid opening, prepare Bid tabulation sheets, a nd assist Owner in evaluating Bids or proposals and in
assembling and awarding contracts for the Work. Additio nal bid advertisement is anticipated to be via the
Owner’s webpage.
Page 9 of 11 Exhibit A – Engineer’s Services Agreement Between Owner and Engineer for Professional Services A1.07 Construction Phase A. Reserved for future use. A1.08 Post-Construction Phase A. Reserved for future use. A1.09 I&C Programming Services A. Reserved for future use. Additional Services not included in this Scope
• Geotechnical investigation or survey.
• Design beyond the scope listed in the Project Summary.
• Additional meetings beyond those included in the scope. • Operational assistance. PART 2 - ADDITIONAL SERVICES A2.01 Additional Services Requiring Owner’s Written Author ization A. If authorized in writing by Owner, Engineer shall fu rnish or obtain from others Additional Services of the ty pes 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 connect ion with the Project; preparation or review of
environmental assessments and impact statements; review and ev aluation of the effects on the design
requirements for the Project of any such statements and doc uments prepared by others; and assistance in
obtaining approvals of authorities having jurisdiction o ver the anticipated environmental impact of the Project. 2. Services to make measured drawings of or to investigate existin g conditions or facilities, or to verify the
accuracy of drawings or other information furnished by Ow ner or others. 3. Services resulting from significant changes in the scope, ex tent, or character of the portions of the Project
designed or specified by Engineer or its design requiremen ts including, but not limited to, changes in size,
complexity, Owner’s schedule, character of construction, or m ethod of financing; and revising previously
accepted studies, reports, Drawings, Specifications, or Contr act Documents when such revisions are required
by changes in Laws and Regulations enacted subsequent to the Effective Date of this Agreement or are due to
any other causes beyond Engineer’s control. 4. Services resulting from Owner’s request to evaluate additional S tudy and Report Phase alternative solutions
beyond those identified in paragraph A1.03. 5. Services required as a result of Owner’s providing incompl ete or incorrect Project information to Engineer. 6. RESERVED. 7. Undertaking investigations and studies including, but n ot limited to, detailed consideration of operations,
maintenance, and overhead expenses; the preparation of feasibil ity studies, cash flow and economic
evaluations, rate schedules, and appraisals; assistance in obtaini ng financing for the Project; evaluating
processes available for licensing, and assisting Owner in obt aining process licensing; detailed quantity surveys
of materials, equipment, and labor; and audits or invent ories required in connection with construction
performed by Owner.
Page 10 of 11 Exhibit A – Engineer’s Services Agreement Between Owner and Engineer for Professional Services 8. Furnishing services of Engineer’s Consultants for other t han Basic Services. 9. RESERVED. 10. Services during out-of-town travel required of Engineer ot her than for visits to the Site or Owner’s office. 11. Preparing for, coordinating with, participating in and re sponding to structured independent review processes,
including, but not limited to, construction management, co st estimating, project peer review, value engineering,
and constructability review requested by Owner; and per forming or furnishing services required to revise
studies, reports, Drawings, Specifications, or other Bidd ing Documents as a result of such review processes. 12. Preparing additional Bidding Documents or Contract Docume nts for alternate bids or prices requested by
Owner for the Work or a portion thereof. 13. Determining the acceptability of substitute materials and equi pment 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. 15. RESERVED. 16. Providing Construction Phase services beyond the original d ate for final completion of the Work. 17. Providing assistance in responding to the presence of any Co nstituent of Concern at the Site, in compliance
with current Laws and Regulations. 18. Preparing and furnishing to Owner Record Drawings show ing 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 fo r 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 o therwise provided for in this Agreement. A2.02 Additional Services Not Requiring Owner’s Written Authorization A. Engineer shall advise Owner that Engineer is commencing to perform or furnish the Additional Services of the types
listed below. For such Additional Services, Engineer need not request or obtain specific advance written authorization
from Owner. Engineer shall cease performing or furnishing s uch Additional Services upon receipt of written notice from Owner. 1. Services in connection with Work Change Directives and Change O rders to reflect changes requested by
Owner. 2. Services in making revisions to Drawings and Specifications occas ioned by the acceptance of substitute
materials or equipment other than “or-equal” items; and ser vices after the award of the Construction Contract
in evaluating and determining the acceptability of a substi tution 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.
Page 11 of 11 Exhibit A – Engineer’s Services Agreement Between Owner and Engineer for Professional Services 4. Additional or extended services during construction made neces sary by (1) emergencies or acts of God
endangering the Work, (2) the presence at the Site of any Cons tituent of Concern, (3) Work damaged by fire
or other cause during construction, (4) a significant amo unt of defective, neglected, or delayed work by
Contractor, (5) acceleration of the progress schedule involvin g services beyond normal working hours, or (6)
default by Contractor. 5. Services (other than Basic Services during the Post-Construct ion Phase) in connection with any partial
utilization of any part of the Work by Owner prior to S ubstantial Completion. 6. Evaluating an unreasonable claim or an excessive number of cl aims submitted by Contractor or others in
connection with the Work. 7. RESERVED.
Page 1 of 2 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 November 25, 2024. Owner’s Responsibilities Article 2 of the Agreement is amended and supplemented to incl ude the following agreement of the parties. B2.01 In addition to other responsibilities of Owner as s et 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 requireme nts, flexibility, and expandability, and any
budgetary limitations; and furnish copies of all design an d construction standards which Owner will require to be
included in the Drawings and Specifications; and furnish c opies of Owner’s standard forms, conditions, and related documents for Engineer to include in the Bidding Docum ents, when applicable. B. Furnish to Engineer any other available information p ertinent to the Project including reports and data relative to previous designs, or investigation at or adjacent to the S ite. C. Following Engineer’s assessment of initially-available P roject information and data and upon Engineer’s request,
furnish or otherwise make available such additional Projec t 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. a. Zoning, deed, and other land use restrictions. b. Property, boundary, easement, right-of-way, and other sp ecial surveys or data, including establishing
relevant reference points.
c. Explorations and tests of subsurface conditions at or cont iguous 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 int erpretation thereof. d. Data or consultations as required for the Project but not o therwise identified in the Agreement or the
Exhibits thereto.
e. Geotechnical report as identified in Exhibit A. f. Site survey as identified in Exhibit A. D. Give prompt written notice to Engineer whenever Owner obs erves or otherwise becomes aware of the presence at the
Site of any Constituent of Concern, or of any other develo pment that affects the scope or time of performance of
Engineer’s services, or any defect or nonconformance in Engin eer’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 requir ed. 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 atto rney, insurance counselor, and other advisors or
consultants as Owner deems appropriate with respect to such exa mination) and render in writing timely decisions
pertaining thereto. H. Provide reviews, approvals, and permits from all gove rnmental authorities having jurisdiction to approve all phas es
of the Project designed or specified by Engineer and such rev iews, approvals, and consents from others as may be
necessary for completion of each phase of the Project.
Page 2 of 2 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 cos t estimating, and insurance counseling services. a. Legal services with regard to issues pertaining to the Project as Owner requires, Contractor raises, or
Engineer reasonably requests. b. Such auditing services as Owner requires to ascertain how or for what purpose Contractor has used the
moneys paid.
c. Placement and payment for advertisement for Bids in appropr iate publications. J. Advise Engineer of the identity and scope of services o f any independent consultants employed by Owner to perform or furnish services in regard to the Project, including, b ut not limited to, cost estimating, project peer review, value engineering, and constructability 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 co st estimating, insurance counseling, and legal advice) for
Owner so that Engineer may assist Owner in collating the v arious cost categories which comprise Total Project Costs. L. If Owner designates a construction manager or an individ ual or entity other than, or in addition to, Engineer to represent Owner at the Site, define and set forth as an attach ment to this Exhibit B the duties, responsibilities, and limitations of authority of such other party and the relatio n thereof to the duties, responsibilities, and authority of Engineer. M. If more than one prime contract is to be awarded for the Wo rk designed or specified by Engineer, designate a person
or entity to have authority and responsibility for coor dinating the activities among the various prime Contractors, and define and set forth the duties, responsibilities, and lim itations 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 m utually
agreed upon and made a part of this Agreement before such services begin. N. Attend the pre-bid conference, bid opening, pre-const ruction conferences, construction progress and other job rel ated
meetings, and Substantial Completion and final payment in spections. O. Provide the services of an independent testing laborator y to perform all inspections, tests, and approvals of Samp les,
materials, and equipment required by the Contract Documents, or to evaluate the performance of materials, equipment,
and facilities of Owner, prior to their incorporation int o the Work with appropriate professional interpretation the reof. P. Provide Engineer with the findings and reports generat ed by the entities providing services to Owner pursuant to this paragraph.
Page 1 of 1 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 November 25, 2024. Payments to Engineer for Services and Reimbursable Expenses
Basic Services – Lump Sum ARTICLE 2--Owner’s Responsibilities C2.01 Compensation For Basic Services -- Lump Sum Method o f Payment A. Owner shall pay Engineer for Basic Services set forth in E xhibit A, as follows: 1. A Lump Sum amount of $786,100 based on the following assumed distribution of compensation: a. Permitting/Grant Coordination $ 71,700
b. Well Design and Coordination $ 61,800
c. Study and Report $ 22,300
d. Preliminary Design Phase $ 214,200
e. Final Design Phase $ 379,400
f. Bidding and Negotiating Phase $ 36,700 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 tot al Lump Sum amount unless approved in writing
by the Owner. 3. The Lump Sum includes compensation for Engineer’s services and services of Engineer’s Consultants, if any.
Appropriate amounts have been incorporated in the Lump Sum to account for labor, overhead, profit, and
Reimbursable Expenses. 4. The portion of the Lump Sum amount billed for Engineer’s services will be based upon Engineer’s estimate of
the proportion of the total services actually completed during the billing period to the Lump Sum. C2.02 [Not used] C2.03 [Not used]
Page 1 of 1 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 November 25, 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 Dam age):
Each Accident $1,000,000 f. Professional Liability – 1) Each Claim Made $2,000,000 2) Annual Aggregate $2,000,000 B. Additional Insureds 1. The Owner shall be listed on Engineer’s general liability policy as provided in paragraph 6.04.A.