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Item 4.11 Odean Avenue Watermain AE2S Professional Services Agreement Request for City Council Action DEPARTMENT INFORMATION ORIGINATING DEPARTMENT REQUESTOR: MEETING DATE: Utilities Utility Manager, Neidermeier April 14, 2025 PRESENTER(s) REVIEWED BY: ITEM #: Consent City Administrator/Finance Director Flaherty 4.11 – Instrumentation 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. X 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 recommend the City Council approve a professional services agreement. ARE YOU SEEKING APPROVAL OF A CONTRACT? IS A PUBLIC HEARING REQUIRED? Yes No BACKGROUND/JUSTIFICATION: The 2025 Utility Budget includes funding for a watermain extension and pressure control station for Odean Avenue providing water system resilience and improved service with system expansion benefits. The project’s Pressure Control Vault incorporates remote monitoring and alarming functions for Operations staff to maintain system components in which the attached professional services agreement supports. Total agreement fees are not to exceed $33,315 and are within budgetary funds identified for this project. Legal has provided reviews supporting execution of the agreements. 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 with Advanced Engineering and Environmental Services, LLC for instrumentation and control services for the Odean Avenue Watermain & Pressure Reducing Valve Project in the amount of $33,315. BUDGET INFORMATION FUNDING: BUDGETED: Fund 601 – Drinking Water Utility Yes E-100 April 10, 2025 Kurt Neidermeier Utility Manager 13400 90th Street NE Otsego, MN 55330 RE: Letter Agreement between City of Otsego and AE2S City of Otsego, MN – Odean PRV I&C Professional Services Dear Mr. Neidermeier, Advanced Engineering and Environmental Services, LLC. (AE2S) proposes to render professional services for programmable logic controller (PLC) and Supervisory Control and Data Acquisition (SCADA) programming services associated with the new Odean Pressure Reducing Valve (PRV) to the City of Otsego (CLIENT). This Agreement, including Exhibit A, sets forth the terms and conditions under which the CLIENT and AE2S shall be governed regarding the Assignment. Scope of Basic Services AE2S will perform the following tasks:  Project coordination and planning.  Control panel design and procurement coordination.  Provide, install, and configure 4RF LTE cellular modem and associated equipment within new Odean PRV control panel.  Perform PLC programming within Odean PRV PLC to include the following: 1. Low and high pressure zones pressure monitoring and trending including adjustable alarm setpoints. 2. Odean PRV flow monitoring and trending including adjustable alarm setpoints. 3. Odean PRV flow totalization (today, yesterday, cumulative). 4. Control panel temperature monitoring and trending including adjustable alarm setpoints. 5. Alarming to include enable/disable control and consist of the following alarms: 1. Site Communication Failure. 2. Utility Power Failure. 3. UPS Failure. 4. UPS Power Available. 5. TVSS Failure. 6. Control Panel High/Low Temperature. 7. Control Panel Intrusion. 8. Low Zone High/Low Pressure. 9. High Zone Zone High/Low Pressure. 10. High/Low Flow.  Perform operator interface programming.  Create data mapping and messaging within master Tower 2 PLC for SCADA and alarming purposes.  Create data mapping within West Wastewater Treatment Facility (WWTF) PLC for SCADA and alarming purposes. RE: Letter Agreement for City of Otsego City of Otsego, MN – Odean PRV I&C Professional Services April 10, 2025 Page 2 of 4  Create data mapping within East WWTF PLC for SCADA and alarming purposes.  Create SCADA graphics within Server-based SCADA system including data monitoring and controls adjustments.  Configure alarming within Win-911 alarm notification software.  System testing and commissioning. Additional Services Services resulting from significant changes in the general scope, extent, or character of the Assignment are not included as a part of the Scope of Basic Services. If authorized in writing by the CLIENT, AE2S will provide services beyond the scope of this Agreement on an hourly basis in accordance with the Hourly Fee Schedule attached as Exhibit B. CLIENT’S Responsibilities CLIENT shall do the following in a timely manner, so as not to delay the services of AE2S: 1. Designate a person to act as CLIENT’s representative with respect to the services to be rendered under this Agreement. Such person shall have authority to transmit instructions, receive information, and interpret and define CLIENT’s policies and decisions with respect to services for the Assignment. 2. Provide relevant information regarding requirements for the Assignment. AE2S shall be entitled to use and rely upon all information provided by CLIENT or others in performing AE2S’s services under this Agreement. 3. Provide access to the relevant site sufficient for AE2S to performs its services under this Agreement. 4. CLIENT shall, so long as AE2S is not in default, promptly pay AE2S for such services as have been performed satisfactorily hereunder in accordance with the fee terms set forth herein. CLIENT shall bear all costs incident to compliance with its responsibilities pursuant to this section. Fees AE2S shall render services under this Agreement on an hourly basis not to exceed $33,315 in accordance with the Fee Schedule attached as Exhibit B, as adjusted annually on January 1, plus reimbursement for all project related expenses. Odean PRV I&C Professional Services Professional Fees Coordination and Planning $880 Control Panel Design and Coordination $1,760 Cellular Modem Installation and Configuration $1,760 PLC Programming – PRV $2,640 PLC Programming – Tower 2 $2,640 PLC Programming – East WWTF $1,760 PLC Programming – West WWTF $1,760 Operator Interface Programming $2,200 RE: Letter Agreement for City of Otsego City of Otsego, MN – Odean PRV I&C Professional Services April 10, 2025 Page 3 of 4 SCADA Programming $5,500 Win911 Configuration $440 Testing and Commissioning $2,200 Odean PRV Professional Services Total $23,540 Odean PRV Equipment Professional Fees 4RF LTE Cellular Modem $3,000 Cellular Modem Antenna and Cabling $500 Win911 Licensing (3-year subscription) $5,775 Mileage, Etc. $500 Odean PRV Equipment Total $9,775 Odean PRV Totals Professional Fees Professional Services $23,540 Equipment $9,775 Odean PRV Grand Total $33,315 Performance Schedule AE2S proposes completion of the proposed Scope of Services by October 1, 2025, anticipating authorization by June 1, 2025. RE: Letter Agreement for City of Otsego City of Otsego, MN – Odean PRV I&C Professional Services April 10, 2025 Page 4 of 4 Contract Documents This Agreement includes the following documents, incorporated herein by reference: 1. Exhibit A - Terms and Conditions; 2. Exhibit B - Hourly Fee and Expense Schedule; 3. Any drawings or specifications provided by the CLIENT in writing; and 4. Any duly executed written amendments. There are no contract documents other than this Agreement and those documents listed above. If this Agreement sets forth your understanding of our agreement, including the scope of work desired, fees, terms, and conditions, please sign in the space provided and return a copy to AE2S. Thank you for the opportunity to assist you. We look forward to working with you. Sincerely, Allen Dostall Instrumentation and Controls Senior Specialist AE2S CLIENT Accepted this _____ day of __________________________, 202_ By: _______________________________ By: ________________________________ Justin Klabo, PE Operations Manager Name (Print):________________________ Title: ______________________________ This is EXHIBIT A, consisting of 2 pages, referred to in and part of the Agreement between CLIENT and AE2S dated April 10, 2025. Standard Terms and Conditions The Agreement is supplemented to include the following terms and conditions: 1. Standard of Care a. The standard of care for all professional services performed or furnished by AE2S under this Agreement will be the care and skill ordinarily used by members of AE2S’s profession practicing under similar circumstances at the same time and in the same locality. AE2S makes no warranties, express or implied, under this Agreement or otherwise, in connection with AE2S’s services. b. CLIENT shall be responsible for, and AE2S may rely upon, the accuracy and completeness of all requirements, programs, instructions, reports, data, and other information furnished by CLIENT to AE2S pursuant to this Agreement. AE2S may use such requirements, reports, data, and information in performing or furnishing services under this Agreement. 2. Payments to AE2S Invoices will be prepared in accordance with AE2S’s standard invoicing practices and will be submitted to CLIENT by AE2S monthly, unless otherwise agreed. Invoices are due and payable within 30 days. If CLIENT fails to make any payment due AE2S for services and expenses within 30 days, the amounts due AE2S will be increased at the rate of 1.75% per month (or the maximum rate of interest permitted by law, if less) from said thirtieth day. In addition, AE2S may, after giving seven days written notice to CLIENT, suspend services under this Agreement until AE2S has been paid in full all amounts due for services, expenses, and other related charges. All payments shall be made in United States Dollars. 3. Insurance AE2S will maintain insurance coverage for Workers' Compensation, Professional Liability, General Liability, and Automobile Liability and will provide certificates of insurance to CLIENT upon request. See ATTACHMENT 1. 4. Exclusion of Special, Incidental, Indirect, and Consequential Damages To the fullest extent permitted by law, and notwithstanding any other provision in the Agreement, AE2S and AE2S’s officers, directors, partners, employees, agents, and Consultants, or any of them, shall not be liable to CLIENT or anyone claiming by, through, or under CLIENT for any special, incidental, indirect, or consequential damages whatsoever arising out of, resulting from, or in any way related to the Assignment or this Agreement, from any cause or causes, including but not limited to any such damages caused by the negligence, professional errors or omissions, strict liability, breach of contract or warranties, express or implied, of AE2S or AE2S’s officers, directors, partners, employees, agents, or AE2S's Consultants, or any of them. 5. Limit of Liability To the fullest extent permitted by law, notwithstanding any other provision of this Agreement, the total liability, in the aggregate, of AE2S and AE2S’s officers, directors, partners, employees, agents, and AE2S’s Consultants, and any of them, to CLIENT and anyone claiming by, through, or under CLIENT for any and all claims, losses, costs, or damages whatsoever arising out of, resulting from or in any way related to the Project or the Agreement from any cause or causes, including but not limited to the negligence, professional errors or omissions, strict liability or breach of contract, or warranty express or implied of AE2S or AE2S’s officers, directors, partners, employees, agents, or AE2S’s Consultants, or any of them, shall not exceed $1,000,000. 6. Termination of Contract Either party may at any time, upon seven days prior written notice to the other party, terminate this Agreement. Upon such termination, CLIENT shall pay to AE2S all amounts owing to AE2S under this Agreement, for all work performed up to the effective date of termination, plus reasonable termination costs. 7. Access CLIENT shall arrange for safe access to and make all provisions for AE2S and AE2S’s Consultants to enter upon public and private property as required for AE2S to perform services under this Agreement. 8. RESERVED 9. Ownership and Reuse of Documents All documents prepared or furnished by AE2S pursuant to this Agreement are instruments of service, and AE2S shall retain an ownership and property interest therein. Reuse of any such documents by CLIENT shall be at CLIENT's sole risk; and CLIENT agrees to indemnify, and hold AE2S harmless from all claims, damages, and expenses including attorney's fees arising out of such reuse of documents by CLIENT or by others acting through CLIENT. 10. Limited Equipment Warranty AE2S MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY PRODUCTS MANUFACTURED BY A THIRD PARTY, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY OF TITLE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE. AE2S'S SOLE RESPONSIBILITY TO CLIENT WITH RESPECT TO ANY EQUIPMENT OR COMPONENTS AND PARTS MANUFACTURED BY A THIRD PARTY AND INCORPORATED INTO THE EQUIPMENT SHALL BE TO PASS THROUGH TO CLIENT SUCH ORIGINAL EQUIPMENT MANUFACTURER'S AVAILABLE PRODUCT WARRANTY. THE REMEDIES SET FORTH IN THE MANUFACTURER’S TERMS SHALL BE THE CLIENT’S SOLE AND EXCLUSIVE REMEDY AND AE2S’S ENTIRE LIABILITY FOR ANY BREACH OF THIS LIMITED WARRANTY. 11. Contractors AE2S shall not at any time supervise, direct, control, or have authority over any contractor's work, nor shall AE2S have authority over or be responsible for the means, methods, techniques, sequences, or procedures of construction selected or used by any contractor, or the safety precautions and programs incident thereto, for security or safety at a project site, nor for any failure of a contractor to comply with laws and regulations applicable to such contractor's furnishing and performing of its work. AE2S neither guarantees the performance of any contractor nor assumes responsibility for any contractor’s failure to furnish and perform its work in accordance with the contract between CLIENT and such contractor. AE2S 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 AE2S’s own employees) at a project site or otherwise furnishing or performing any construction work; or for any decision made regarding the construction contract requirements, or any application, interpretation, or clarification of the construction contract other than those made by AE2S. 12. Force Majeure AE2S shall not be liable for any loss or damage due to failure or delay in rendering any service called for under this Agreement resulting from any cause beyond AE2S’s reasonable control. 13. No Third Party Beneficiaries All duties and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit of CLIENT and AE2S and not for the benefit of any other party. Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either CLIENT or AE2S. AE2S’s services under this Agreement are being performed solely for CLIENT’s benefit, and no other entity shall Exhibit A - Standard Terms and Conditions Page 2 of 2 have any claim against AE2S because of this Agreement or the performance or nonperformance of services hereunder. 14. Assignment Neither party shall assign its rights, interests or obligations under this Agreement without the express written consent of the other party. 15. Binding Effect This Agreement shall bind, and the benefits thereof shall inure to the respective parties hereto, their legal representatives, executors, administrators, successors, and assigns. 16. Severability and Waiver of Provisions 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 CLIENT and AE2S, 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. Non-enforcement of any provision by either party shall not constitute a waiver of that provision, nor shall it affect the enforceability of that provision or of the remainder of this Agreement. 17. Survival All express representations, indemnifications, or limitations of liability included in this Agreement will survive its completion or termination for any reason. 18. Headings The headings used in this Agreement are for general reference only and do not have special significance. 19. Controlling Law This Agreement is to be governed by the law of the State of Minnesota without regard to its conflicts of laws principles. 20. Notices Any notice required under this Agreement will be in writing, addressed to the appropriate party at its address on the signature page, or if to AE2S at 4050 Garden View Drive, Grand Forks, ND 58201, and given personally, or by registered or certified mail postage prepaid, or by a commercial courier service. All notices shall be effective upon the date of receipt. 21. 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. 22. Indemnification and Allocation of Risk a. To the fullest extent permitted by law, AE2S shall indemnify, defend, and hold harmless CLIENT and CLIENT’s officers, directors, members, and employees from any and all costs, losses, and damages (including but not limited to all reasonable 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 AE2S or AE2S’s officers, directors, members, partners, employees, or Consultants. b. To the fullest extent permitted by law, CLIENT shall indemnify, defend, and hold harmless AE2S, AE2S’s officers, directors, partners, employees, and consultants from and against costs, losses, and damages (including but not limited to reasonable fees and charges of engineers, architects, attorneys, and other professionals, and reasonable court or arbitration or other dispute resolution costs) to the extent caused by the negligent acts or omissions of CLIENT or CLIENT's officers, directors, partners, employees, and consultants with respect to this Agreement. c. In addition to the indemnity provided under paragraph 22.b. of this Exhibit, and to the fullest extent permitted by law, CLIENT shall indemnify and hold harmless AE2S and AE2S’s officers, directors, partners, employees, and consultants from and against injuries, losses, damages and expenses (including but not limited to all reasonable fees and charges of engineers, architects, attorneys, and other professionals, and all court or arbitration or other disputes resolution costs) caused by, arising out of, or resulting from Hazardous Environmental Condition, provided that (i) any such injuries, losses, damages and expenses are attributable to bodily injury, sickness, disease, or death, or to injury to or destruction of tangible property, including the loss of use resulting therefrom, and (ii) nothing in this paragraph 22.c. shall obligate CLIENT to indemnify any individual or entity to the extent of that individual or entity's own negligence or willful misconduct. d. To the fullest extent permitted by law, AE2S’s total liability to CLIENT and anyone claiming by, through, or under CLIENT for any injuries, losses, damages and expenses caused in part by the negligence of AE2S and in part by the negligence of CLIENT or any other negligent entity or individual, shall not exceed the percentage share that AE2S’s negligence bears to the total negligence of CLIENT, AE2S, and all other negligent entities and individuals. Exhibit B – Hourly Fee and Expense Schedule Page 1 of 2 This is EXHIBIT B, consisting of 2 pages, referred to in and part of the Agreement between CLIENT and AE2S dated April 10, 2025. Hourly Fee and Expense Schedule Reimbursable Expenses and Standard Hourly rates in effect on the date of the Agreement are set forth below. Rates are subject to annual adjustment effective January 1. Labor Rates* Administrative 1 $70.00 Administrative 2 $85.00 Administrative 3 $99.00 Communications Specialist 1 $113.00 Communications Specialist 2 $132.00 Communications Specialist 3 $152.00 Communications Specialist 4 $183.00 Communications Specialist 5 $202.00 Construction Services 1 $135.00 Construction Services 2 $165.00 Construction Services 3 $183.00 Construction Services 4 $203.00 Construction Services 5 $224.00 Engineering Assistant 1 $91.00 Engineering Assistant 2 $107.00 Engineering Assistant 3 $135.00 Engineer 1 $146.00 Engineer 2 $175.00 Engineer 3 $205.00 Engineer 4 $237.00 Engineer 5 $254.00 Engineer 6 $269.00 Engineering Technician 1 $90.00 Engineering Technician 2 $113.00 Engineering Technician 3 $136.00 Engineering Technician 4 $152.00 Engineering Technician 5 $174.00 Financial Analyst 1 $121.00 Financial Analyst 2 $137.00 Financial Analyst 3 $165.00 Financial Analyst 4 $180.00 Financial Analyst 5 $201.00 GIS Specialist 1 $113.00 GIS Specialist 2 $137.00 GIS Specialist 3 $162.00 GIS Specialist 4 $181.00 GIS Specialist 5 $202.00 I&C Assistant 1 $108.00 I&C Assistant 2 $134.00 I&C 1 $160.00 I&C 2 $189.00 I&C 3 $213.00 I&C 4 $226.00 I&C 5 $237.00 IT 1 $140.00 IT 2 $189.00 IT 3 $232.00 Land Surveyor Assistant $103.00 Land Surveyor 1 $124.00 Land Surveyor 2 $150.00 Land Surveyor 3 $169.00 Land Surveyor 4 $186.00 Land Surveyor 5 $205.00 Operations Specialist 1 $108.00 Operations Specialist 2 $135.00 Operations Specialist 3 $167.00 Operations Specialist 4 $191.00 Operations Specialist 5 $214.00 Project Coordinator 1 $125.00 Project Coordinator 2 $140.00 Project Coordinator 3 $156.00 Project Coordinator 4 $172.00 Project Coordinator 5 $194.00 Project Manager 1 $221.00 Project Manager 2 $242.00 Project Manager 3 $259.00 Project Manager 4 $274.00 Project Manager 5 $293.00 Project Manager 6 $307.00 Sr. Designer 1 $192.00 Sr. Designer 2 $213.00 Sr. Designer 3 $229.00 Sr. Financial Analyst 1 $227.00 Sr. Financial Analyst 2 $248.00 Sr. Financial Analyst 3 $269.00 Technical Expert 1 $348.00 Technical Expert 2 Negotiable Exhibit B – Hourly Fee and Expense Schedule Page 2 of 2 Reimbursable Expense Rates Transportation $0.75/mile Survey Vehicle $0.95/mile Laser Printouts/Photocopies $0.30/copy Plotter Printouts $1.00/s.f. UAS - Photo/Video Grade $100.00/day UAS – Survey $50.00/hour Total Station – Robotic $35.00/hour Mapping GPS $25.00/hour Fast Static/RTK GPS $50.00/hour All-Terrain Vehicle/Boat $100.00/day Cellular Modem $75.00/month Web Hosting $26.00/month Legal Services Reimbursement $291.00/hour Outside Services cost * 1.15 Geotechnical Services cost * 1.30 Out of Pocket Expenses cost * 1.15 Rental Car cost * 1.20 Project Specific Equipment Negotiable * Position titles are for labor rate grade purposes only. These rates are subject to adjustment each year on January 1. ATTACHMENT 1 Insurance Requirements. AE2S, at its expense, shall procure and maintain in force for the duration of this Agreement the following minimum insurance coverages: A. General Liability. AE2S agrees to maintain commercial general liability insurance in a minimum amount of $1,000,000 per occurrence; $2,000,000 annual aggregate. The policy shall cover liability arising from premises, operations, products completed operations, personal injury, advertising injury, and contractually assumed liability. The CLIENT shall be endorsed as additional insured. B. Automobile Liability. If AE2S operates a motor vehicle in performing the Services under this Agreement, AE2S shall maintain commercial automobile liability insurance, including owned, hired, and non-owned automobiles, with a minimum liability limit of $1,000,000 combined single limit. C. Workers’ Compensation. AE2S agrees to provide workers’ compensation insurance for all its employees in accordance with the statutory requirements of the State of Minnesota. AE2S shall also carry employers liability coverage with minimum limits are as follows:  $500,000 – Bodily Injury by Disease per employee  $500,000 – Bodily Injury by Disease aggregate  $500,000 – Bodily Injury by Accident D. Professional (Errors and Omissions) Liability Insurance. AE2S will maintain professional liability insurance for all claims AE2S may become legally obligated to pay resulting from any actual or alleged negligent act, error, or omission related to AE2S’s professional services required under this Agreement. AE2S is required to carry the following minimum limits: $1,000,000 per occurrence; $2,000,000 annual aggregate. The retroactive or prior acts date of such coverage shall not be after the effective date of this Agreement, and AE2S shall maintain such insurance for a period of at least three (3) years following completion of the Services. If such insurance is discontinued, extended reporting period coverage must be obtained by AE2S to fulfill this requirement. AE2S shall, prior to commencing the Services, deliver to the CLIENT a Certificate of Insurance as evidence that the above coverages are in full force and effect. The insurance requirements may be met through any combination of primary and umbrella/excess insurance. AE2S’s policies shall be the primary insurance to any other valid and collectible insurance available to the CLIENT with respect to any claim arising out of AE2S’s performance under this Agreement. AE2S’s policies and Certificate of Insurance shall contain a provision that coverage afforded under the policies shall not be cancelled without at least thirty (30) days advanced written notice to the CLIENT.