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052615 EDACITY OF NEW HOPE EDA MEETING VT� a City Hall, 4401 Xylon Avenue North May 26, 2015 EDA Meeting will commence upon adjournment of the City Council Meeting President Kathi Hemken Commissioner John Elder Commissioner Andy Hoffe Commissioner Eric Lammle Commissioner Jonathan London 1. Call to order - EDA Meeting of May 26, 2015 2. Roll call 3. Approval of Minutes: EDA Regular Meeting - April 27, 2015 4. Resolution approving contract with. the Braun Intertec Corporation for geotechnical services on the EDA owned site at 8400 Bass Lake Road (project no. 964) 5. Adjournment CITY OF NEW HOPE 4401 XYLON AVENUE NORTH NEW HOPE, MINNESOTA 55428 EDA Minutes April 27, 2015 Regular Meeting City Hall CALL TO ORDER President Hemken called the meeting of the Economic Development Authority to order at 9:01 p.m. ROLL CALL Present: Kathi Hemken, President John Elder, Commissioner Andy Hoffe, Commissioner Eric Lammle, Commissioner Jonathan London, Commissioner Staff Present: Kirk McDonald, City Manager Aaron Chirpich, Community Development Specialist Tim Fournier, Director of Police Valerie Leone, City Clerk Chris Long, City Engineer Jeff Sargent, Director of Community Development Steve SondraIl, City Attorney Stacy Woods, Assistant City Attorney APPROVE MINUTES Motion was made by Commissioner Hoffe, seconded by Commissioner London, to approve the regular meeting minutes of March 9, 2015. All present voted in favor. Motion carried. IMP. PROJECT 948 President Hemken introduced for discussion EDA Item 4, Resolution Item 4 approving contract with Kevitt Excavating, LLC for the demolition and site grading of 6059 West Broadway Avenue North. (improvement project 948). Mr. Aaron Chirpich, community development specialist, stated bids were sought for demolition of all building and site improvements and re -grading of the site located at 6059 West Broadway Avenue North. He stated bid packages were mailed to six bidders and only two bids were received. He stated the low bid was submitted by Kevitt Excavating for $22,650. He indicated the demolition is necessary to allow construction of a new single family home at the site. Mr. Chirpich explained the low bid is substantially higher than the original estimate of $10,000, but is primarily due to tree removal costs, contractors' busy schedules this time of year, and the landscaping requirements. He stated staff has learned demolition costs should be estimated at approximately $15,000 for typical house demolition specifications. Mr. Chirpich stated there is a $9,000 contingency which will help offset the costs, and the city will be reimbursed for costs through CDBG funds. EDA Meeting Page i April 27, 2015 Commissioner Elder inquired whether the property could be burned by West Metro Fire -Rescue District. Mr. Chirpich indicated burning the property is not possible due to a variety of reasons. Commissioner Elder inquired of the city's experience with Kevitt Excavating. Mr. Chirpich stated the city has utilized their services in the past and has had good experience. RESOLUTION 2015-04 Commissioner London introduced the following resolution and moved its Item 4 adoption "RESOLUTION APPROVING CONTRACT WITH KEVITT EXCAVATING, LLC FOR THE DEMOLITION AND SITE GRADING OF 6059 WEST BROADWAY AVENUE NORTH. (IMPROVEMENT PROJECT 948)." The motion for the adoption of the foregoing resolution was seconded by Commissioner Hoffe, and upon vote being taken thereon, the following voted in favor thereof: Hemken, Elder, Hoffe, Lammle, London; and the following voted against the same; None; Abstained: None; Absent: None, whereupon the resolution was declared duly passed and adopted, signed by the president which was attested to by the executive director. IMP. PROJECT 950 President Hemken introduced for discussion EDA Item 5, Resolution Item 5 approving contract with Kevitt Excavating, LLC for the demolition and site grading of 5431 Virginia Avenue North. (improvement project 950). Mr. Aaron Chirpich, community development specialist, stated staff requests approval of a resolution awarding a contract for the demolition of all building and site improvements and re -grading of the site located at 5431 Virginia Avenue to Kevitt Excavating, the low bidder, for $14,175. Mr. Chirpich stated the specifications for backfilling were upgraded to include third party testing of soil compaction in the primary excavation. He also stated the specifications for landscaping were upgraded to include hydro seeding of the entire site upon completion of demolition. Mr. Chirpich stated the city will be reimbursed for costs through CDBG funds. Commissioner Hoffe asked whether the garage will be demolished. Mr. Chirpich responded affirmatively. RESOLUTION 2015-05 Commissioner Elder introduced the following resolution and moved its Item 5 adoption "RESOLUTION APPROVING CONTRACT WITH KEVITT EXCAVATING, LLC FOR THE DEMOLITION AND SITE GRADING OF 5431 VIRGINIA AVENUE NORTH. (IMPROVEMENT PROJECT 950)." The motion for the adoption of the foregoing resolution was seconded by Commissioner Lammle, and upon vote being taken thereon, the following voted in favor thereof: Hemken, Elder, Hoffe, Lammle, London; and the following voted against the same: None; Abstained: None; Absent: None, whereupon the resolution was declared duly passed and adopted, signed by the president which was attested to by the executive director. EDA Meeting Page 2 April 27, 2015 ADJOURNMENT Motion was made by Commissioner London, seconded by Commissioner Lammle, to adjourn the meeting. All present voted in favor. Motion carried. The New Hope EDA adjourned at 9:10 p.m. Respectfully submitted, Valerie Leone, City Clerk EDA Meeting Wage 3 April 27, 2015 EDA Request for Action Originating Department Approved for Agenda Agenda Section Community Development May 26, 2015 EDA Item No. By: Aaron Chirpich, CD Specialist By: Kirk McDonald, City Manager 4 Jeff Sar ent, CD Director Resolution approving contract with Braun Intertec Corporation for geotechnical services on property located at 8400 Bass Lake Road. (Improvement project 964). Requested Action Staff requests approval of a resolution awarding a contract for geotechnical services to be completed on the EDA owned site located at 8400 Bass Lake Road, to the low and responsible bidder, Braun Intertec Corporation, in the amount of $9,490. Policy/Past Practice It is practice of staff to secure competitive bids for technical services, and present contract proposals to the board for consideration. Background At the May 18 work session, staff discussed with the Council the option of completing additional soil borings and geotechnical analysis of the redevelopment site at 8400 Bass Lake Road. Staff indicated that such soil exploration would aid the City in fixture negotiations for the sale of the property and allow staff to further understand how the property can be developed. In general, staff felt that the Council was in favor of pursuing additional geotechnical work on the site. At the May 18 work session staff also presented proposals from two engineering firms for the recommended geotechnical work. The proposal results are as follows: + Braun Intertec Corporation $9,490 + American Engineering and Testing $11,500 Motion by � rk1J Second by To: eLS-o& I RFA COMM DEV Develo meat &R Award Geotechnical Contract for Improvement Project 964 Request for Action May 26, 2015 Page 2 The City Engineer assisted staff in reviewing the proposals and is of the opinion that both firms will deliver on the expected objective. Recommendation Staff recommends selecting the Braun Intertec Corporation for the project as they have presented the lowest responsible bid. The attached proposal acceptance form and general conditions supplied by the Braun Intertec Corporation will serve as the contract should the Board elect to move forward with the project. Funding If the Board is interested in pursuing the proposed geotechnical work for the site, funding for the project will come from existing EDA reserves. Attachments • Resolution • Soil Boring Location Map • Braun Intertec Proposal * American Engineering and Testing, Inc proposal AMERICAN ENGINEERING TESTING, INC. May 13, 2015 l&. Aaron Chirpich City of New Hope 4401 Xylon Avenue North New Hope, MN 55428 Re: Proposal for Geotechnical Evaluation Northeast Quadrant of Bass Lake Road and Yukon Avenue North New Hope, Minnesota Dear Mr. Chirpich: CONSULTANTS • ENVIRONMENTAL • GEOTECHNICAL • MATERIALS FORENSICS On behalf of American Engineering Testing, Inc. (AM), we are pleased to submit a proposal for this project. In this proposal, we present our understanding of the project, an outline of the scope of services we are to provide, a schedule of our services, and an estimate of our fees. Project Description/Scope of Services: We understand that the City of New Hope is currently in possession of the property at the Northeast Quadrant of Bass Lake Road and Yukon Avenue North, and the City intends to sell the property in the near future. You have requested that AET comment on possible foundations for redevelopment of a hypothetical project on this site, based on existing site information that the City will provide AET. Specifically, the hypothetical project would consist of a 4 -story, wood frame, 100- to 120=unit, multi -family structure, or structures, with underground parking. The site was previously occupied by five apartment buildings which have since been razed. Borings were performed at the property by others and found swamp -deposited organic soils and peat For our evaluation, we will use the previous boring information; however, we also recommend drilling 4 additional borings in the areas of the previous buildings. In addition to these borings, you have requested that we add 4 additional borings to evaluate the feasibility of a potential future sanitary sewer line on the east side of the property. You indicated that we are not to provide final foundation recommendations, but only possible foundation considerations based on the hypothetical project. The final owner of the site will be required to hire their own geotechnical engineer to- perform any necessary subsurface explorations and develop final foundation recommendations. Field Exploration We plan to drill 8 borings at this site. The borings would be drilled and sampled to a depth of 30 feet, or refusal, whichever occurs first. We will stake the boring locations, and determine the ground surface elevation at the borings. We request that the City provide us with a nearby benchmark. In the absence of a known benchmark we will use a convenient on- or off-site 550 Cleveland Avenue North i St. Paul, MN 55444 Phone 651 -659-90011 Toll Free 800-972-6364 Fax 651.659-13791 www.amengtest.com I AA/EEO This document shall not bo reproduced, exotrpi In hill, without writters opproval born American Engineering Testing, Inc. Mr. Aaron Chirpich City of New Hope May 13, 2015 Page 2 of 3 structure as our benchmark with an assumed elevation of 100.0 feet. Before we drill, we will contact Gopher State One Call to locate public underground utilities. Gopher State One Call does not currently charge for this service, but they will not locate private' liries. If there are private utilities on the site, it may be necessary to contact a private locating company, and these companies charge for their services. We have not included a fee in this proposal for retaining a private locator. If this is found to be necessary, we will pass this The along to you at cosi, in addition to our fee for the geotechnical exploration. We will drill the borings using hollow stem augers and/or the mud rotary method. and sampling by the split -barrel method (ASTM D15W. Our crew will keep a field log noting the methods of drilling and sampling, the Standard Penetration Values (N -values, "blows per foot"), preliminary soil classification, and observed groundwater levels. Representative portions of recovered samples will be sealed in jars to prevent moisture loss and submitted to our laboratory for review, testing and final classification. We will backfill the boreholes to comply with the Minnesota Department of Health Regulations. Please now that some slumping of the backfill material may occur over -time. The City will be responsible for future backfilling and repair to the borehole should slumping occur, to prevent pedestrian injury. We will initiate routine laboratory testing by reviewing each recovered soil sample to assess the major and minor soil components, while also noting the color, degree of saturation, and lenses or seams in the samples. If we encounter cohesive soil, we will test selected samples for moisture content. On completion of testing, we will visually/manually classify each sample on the basis of texture and plasticity in accordance with the Unified Soil Classification System, and prepare the boring logs. Report We will prepare a report in which we will present the results of our subsurface exploration and laboratory testing. We will use our boring information, along with the information provided by the City, to present possible foundation type(s) for the hypothetical project. The report will also include possible construction considerations for the project.. We have also budgeted for one meeting with you to discuss the results. Fees. For the scope of services defined above our fees will be as follows: 0 Drill and sample 8 borings (240 feet of drilling) $7,700.00 0 Engineering Review and Report budget $4,000.00 TOTAL: $11.,700.00 In the event the scope of our services needs to be revised (e.g., extending the borings deeper American Engineering Testing, Ina Mr. Aaron Chirpich City of New Hope May 13, 2015 Page 3 of 3 or additional laboratory testing), we will review such scope adjustments and the associated fees with you, and receive your approval before proceeding. Our fees will be in effect until October 31, 2015, after which they will be subjected to review and possible escalation. Environmental Concerns: This proposal is presented for engineering services to evaluate the structural properties of the soil at the specified site. This proposal does not cover an environmental assessment of the site or environmental testing of the soil or groundwater. If you wish to have us provide these additional services, please contact us. Terms and Conditions: ' All AET Services are provided subject to the Terms and Conditions set forth in the enclosed "Environmental/Geotechnical Service Agrecment Terms and Conditions," which, upon acceptance of this proposal, are binding upon you as the Client requesting Services, and your successors, assignees, joint venturers and third -party beneficiaries. Please be advised that additional insured status is granted upon acceptance of the proposal. Acceptance; This proposal is presented in electronic (PDF) form; hard copies can be prepared and mailed to your office upon request. AET requests written acceptance of this proposal in the Proposal Acceptance box below, but the following actions shall constitute your acceptance of this proposal together with the Terms and Conditions and Amendments: 1) issuing an authorizing purchase order for any of the Services described above, 2) authorizing AErs presence on site, or 3) written or electronic notification for AET to proceed with any of the Services described in this proposal. Please indicate your acceptance of this proposal by signing below and returning a copy to us. When you accept this proposal, you represent that you are authorized to accept on behalf of the Client. We have enclosed with this proposal a copy of the "Environmental/Geotechnical Service Agreement — Terms and Conditions." The terms contained in the attached "Enviromnental/Geotechnical Service Agreement — Terms and Conditions" are incorporated herein and are an integral part of this contract for professional engineering services. If you have questions regarding this proposal, please contact me. Sincerely, Amre nn Enginee �'ng Testing, Inc. Gregory R. Reuter, PE, PG, D.GE Principal Engineer Acceptance By: Signature: Printed Name: Enclosures: Representing: 2015 Geotechnical Fee Schedule Service Agreement (3 pgs.) Date: American Engineering Te.Mng, Ina 2015 GEOTEC LAICAL M SCHEDULE L Personnel Hour[vliates 5. LP" E or GROUP I5.00Air. A. Word Processing Specialist 64.00/hr. 6. Slope Stability (RASA) MOD&. B. Engc or Env. Technician I 70,00/hr. 7, Stabilized Berths Slopes & 'Walls 15.001fu. C. Bngr. or Env. Technician II 83,OONrrr. 8. Settlement (FOSSA) 15.00/br. D. Drill Technidan/Gleo Lab Tecbnician 93.00(hr. 9. SHAFT 15.00/hr. E. Senior Engineering Technician 99.0041rr. F. Aft Wear- hock Coring' F. Raginearing Assent 109.00&x. 1. Diamond Bit - Sedf nwrtary Rock G. Bngineer IlGeologist 1 117.00/br. a) B. NQ 10.00/foot H. Engineer WGeologist U/Sr. EW. Assistant 134,00ft b) HQ 12.00/foot I. Senior Raginew/Geologist 150A041r. 2. Diamond Bit - Metamorphic & Igneous I. Principal Bngincer/Gleelogist 179.001br. a) B, NQ 17.00/foot b) HQ 20.00lfoot 11 Vehicle llmmme IV. LaboKLt2a Tests of Soil A. Personal Automobile/Truck 0.75/mile A Water Content hourly B. Arndffi" Track Vehicle 1.00/mile B. Dry Density (includes water contort) 56.00he9 C. Truck with Coring, FWD, or GrPR Equipment 1.10/mile C. Atterberg Limits (ASTM:D4318) D. 'Truck with Warring Sign/Crash Trailer 1.20/miln 1. Plasticity Index 108.00/tut E. 1 -ton Track with Drill Rig 1.20fmile 2. Liquid Limit or Plastic Limit Separately 93.00/test F. 1% to2Y-tonTruck with DrMRig 1.35/rrrile D. Steve Analysis (includes -#200) 100.001test 0 CPT Truck Rig (20-to11 push capacity) 1.60hage R Hydroureter Analysis (sieve included) 195.00/test H. Tractor/i.owboy lbger 1.80/mile F. Thermal Resistivity w/Proctaor (ASTM:D5334) 1. As Received and Oven Dried (2 pts) 990.00,%st III, Euuioment Rental 2 Dry Out Curve (4 pts) 1225.00/test A. Drill Rig Rental 0. Electrical Resistivity (AMM:07-Sall Box) 96.00Itest 1. Rotary Drill on 1 -On Truck 70.001hr. H. Corroslon/Conm to Attach Series* 225.00/series 2. R.oWy Drill ou 1Y4 to 2'% --tan Truck 80.00/hr. L Consolidation (up to 32 tat) 3. RotaryDrill onAll-Terrain Vehicle 110.00/hr. 1. With P -e curves only 470.00/test 4. Portable, Non-roteryRig 80.00/hr. 2. Wi(hP-e curves, time curves 590.00/test B. Awdliary/Spedalty Vehicle Rental 1. Unconfined Compression (anal. wc/derr_sq) 92AOItest 1. Auxiliary Truck Vehicle 17.45/hr. I Hand Penetrometer 10.0O/test 2.. Truckwith Waning Sign/Crash Trailer 28.001hr. K. Organic Content of Soil 62.00(test 3_ Truck with Coring Equipment 44.OWhr. L. Topsoil Borrow Test (MnIDOT 3877) 290AOAest C. Came (CPT) RfgBquipmentReutal M. R value (Hveem Stabilomreter) 388.001teit 1. CPT Rig (Truck or ATV) 143.00/6or. N. CaMmuiaBearingRaiio 2. Electronic Cone w/Computer 41.00lhr. 1. Granular 610.00/i%t 3. Sort Sampler 3.50/hr., 2. Cohesive 690.00/toot 4. Water Sampler 20.OW&. O. Proctor Tests (Me hods A or B) D. Miscellaneous Equipment Rantal 1. Standard 125.00/test i. Field Vane Shear 320.001day 2. Modified 135.00/test 2. Field Electrical Resistivity 235.00/day *iuclu8es pH, chloride ion, soluble sulffites, sulffdes, 3. field Seismic Shear Wave (Rebli) 410.001day redox potential (resistivity not included). 4. InGTioometea Reading Equipment 330.00/day 5. 111who do Trnsducer Reading 170.00/day V. Egmunox 6. Bore Hole Permeability A. Direct Project Expenses; includes out-af- Cost + 15% & Open End Casing Method I35.00Iday town per diem; plowing & towing; special b. HQ Wireline Pacdoer 330.00/day materials & supplies; special travel, 7. Borehole PrrssuremeW 69.00/hr, ' transportation & freigbt; subcontracted S. Iowa Borehole Shear Tester 335.00/day ser -does. and miwelleneous costs 9. Double Ring IuMtrometer 260.00/day B. Equipment Rcpla t (when abandonment Cost 10. Photoionization Detector (PID) 115.00/day is snore famble than recovery) 11. GPS Mapping system 15.25&& C EquVmsent Recovery (when required by Cost + 15% 12. Pile Driving Analyzr (PDA) 740.00/day regulatory agencim or project Mmificalions) 13. Celilisted SPT Rod 200.00/day 14. Pile Integrity Test (P1Tj 300.OWday The rates presented are portal to -postal with vehicle mileage, expenses 15. Portable Conraete Coring Equipment 45.00&r. and equipment rentals beang additlonal. 16. Pav=entTesting (includes truck) a_ Falling WeWDefectoamtea 138.00/hr. Overtime for personnel charged at above cost plus 25% for over 8 b. GroundPetrelrating Radar (GFR) 78.001hr. hours per day or Saturday; and at above cost phis 500A for Sundays or E. Geotechnical Software Rental Holidays. Hazardous work charged at an additional 25% Night time 1. Geo Studio Finite Element 55.00/hr. shift work will include a premium charge of $30.00 per .pe rson per 2. CAPWAP 30.00/hr. shift 3. AutoCAD or Mfrcrostation 25.00/hr. 4, Wave Equation (WRAP) 15.00/br. 0117 021.15 (01115) AMERICAN NNGRQOMWG TESTIIVG, INC. ENVIRONMENTAL / GEOTECHNICAL SERVICE AGREEMENT -TERMS AND CONDITIONS Page 1 of 3 SEDC ION t-_RE5PON5lBiLlTIES JA - This Service Agreement --Terms and Conditions ("terms and conditions") Is applicable to all Services provided by American Engineering Testing, Inc. (AEr). As used herein'Urvices" refers to the scope of services described In the proposal submitted by AEr to Client. The proposal, these terms and conditions and any appendices attached hereto shall comprise the Agreement between AEr and Client for Services described In the proposal and are binding upon the Client, its successors, assignees, joint ventures and thlyd-party benefldaries. AET requests written acceptance of the Agreement, but the following actions shall also constitute {:Merit's acceptance of the Agreement: 1) Issuing an authorizing purchase order for any of the Services, 2) authorizingAEVs presence on site, or 3) written or electronic nadillcation for AETto proceed with any of the Services. 122 — Prior to AET performing services, Cller t will provide AET with all information that may affect the cost, progress, safety and performance of the Services. This includes, but is not limited to, information on proposed and existing construction, all pertinent sections of contracts between Client a nd property owner, site safety plans or other documents which mmeyy mntrol or affect AET''s Services. If new Information becomes available duringAET's Services, Client will provide such information to AEr in a timely manner. Failure of client to timely notify AET of chanes to the project lndudtng, but not limited to, location, elevation, loading, or configuration of the structure or Improvement will constitute a release of any liability or Indemnity obligations of AET for loss or damages related to such changes. Client will provide a representative for timely answers to pro)ect-related questions by AET. 1_3 - AET is responsible only for performance of the Services. AEr will not be held responsible for work or omissions by Client or any other party working on the project. The Services do not include construction management general contracting or surveying services. AET will not be responsible for directing or supervising the work of other parties, unless specifically authorized and agreed to In writing. U — Cllent acknowledges the limitations Inherent In sampling to characterize burled subsurface conditions. Varlatlons In soil conditions occur between and beyond sampled/tested locations. The passage of time, natural occurrences and direct or Indirect human'acifvitles at the site or distant from it may alter the actual conditions. Client assumes all risks associated with such variations In soli and subsurface conditions. 1_5 - AET is not responsible for interpretations or modfflcatlons of AEi's recommendations by other persons. is - Should changed conditions be alleged, Client agrees to nptify AET before evidence of alleged change Is no longer accessible for evaluation. J.7 - Pricing in the proposal assumes use of these terms and conditions. AET reserves the right to amend pricing If Client requests modifications to the Agreement or use of client's alternate contract format. Any contract amendments made after talent has authorized the Services shall be applicable only to services performed after the effective date of such amendment. The proposal and these terms and conditions, including terms of payment, shall apply to all Services performed priorto the effective date of such amendment. JJ - The AET proposal accompanylng these terms and conditions Is valid for sixty (60) days after the proposal issuance date to the client, Any attempt to authorize Services after the expiration data Is subject to AET"s rlghtto revise the proposal as necessary; SE91ON 2 - M ACCESS AND RESTORATION 321- Client will furnish AEr safe and legal site access. 2_2 Client acknowledges that in the normal course of its Services, AET may unavoidably alter existing site conditions or affect the enVironment in the area being studied. AET will take reasonable precautions to minimize alterations to the site or existing materials. Restoration of the site Is the responsibility of the Client. SECTION -UNDERGROUND UTILIYND STRUCTURE BLEAR gg 3_i - Borings, excavations and other penetrations must be located at safe distances from underground utilities or other man-made objects. Client shall advise AEr of all utilities that service br are located on the site, and any underground Improvements located.on the site. Prior to drilift AEr will contact state notification centers, where available, or individual utility owners where a state notfHcatlon center Is not available. AET shall be entitled roc rely on the location Information provided by locating vendors. 3_2 — If Public utility owners do not provide the locating service on private property or the property owner has private underground Improvements which cannot be cleared through the state notiflcation center or public utility owners, Client shall be responsible for location of such Willies prior to drilling, or for payment of a private utility clearance subcontractor. U - AEr will not be responsible for any damages to underground utilltles/Improvemen'ts not located or incorrectly Identified by the foregoing location methods. SECTION 4 - CONTAMINATION 4.11- client acknowledges and accepts all contamination risks which may be associated with the Services. Risks include, but are not limited to, cross contamination created by linking contaminated zones to uncontaminated zones during the drilling.process, containment and proper disposal of (mown or suspected hazardous materials, drill cuttings and drill fulds, and decontamination of equipment and disposal and replacement of contamEnated consumables. Discovery of actual or suspected hazardous materials shall entitle AET to take Immedlate measures It deems necessary in its sole discretion, including regulatory notification, to protect human health and safety, and/or the environment. Furtfw, discovery of such materiels constitutes a changed condition for which Client agrees to pay associated additional cost. 4_2 - Client shall Indemnify and hold AET harmless from all liability, damages, claims or costs resulting from contaminants on the site. SECTION 3 - SM 54 - Cllent shall Inform AET of any known or suspected hazardous materials or unsafe conditions at the site. If, during the course of AET's Services, such materials or conditions are disaavered, AET reserves the right to take measures to protect AEr personnel and equipment or to Immediately terminate Services. Client shall be responsible for payment of such additional protection costs. ;A- AEr shall only be responsible for safely of AET employees at -the site, the safety of all others sha It be Client's or other persons' responsibility. SECTION 6—SANIPl0 f.1- Client shall inform AET of any known or suspected hazardous materials prior to submitral to AET. All samples obtained by or submitted to AET remain the property of the Client during and after the Services. Any known or suspected hazardous material samples will be returned to the Client at AET's discretion. ENVIRONMENTAL / GEOTECHNICAL SERVICE AGREEMENT -TERMS AND CONDITIONS Page 2 of 3 - Non -hazardous samples will be held for thirty (30) days and then discarded unless, within thirty (30) days of the report date, the Client requests in writing that AET sore or ship the samples. Storage and shipping costs shall be bome solely by Client. SE ION 7- PROJLCF RECORDS The original project records prepared by AET .will remain the property of AET. AET shall retain these original records for a minimum of three years following submission of the report, during which period the project records can be made avaliable to Client at AE Vs office at reasonable times. LECTION 8 - STANDARD OF CARE AET performs its Services consistent with the levels of care and skill normally performed by other firms In the profession at the time of this service and In this geographic area, under similar budgetary constraints. SEL1710N 9 - INSU C AET maintains insurance with coverage and limits shown below. AETwfll furnish certificates of insurance to Client upon request, 9_1—AET maintains thefollowing insurance coverage and limits of liability: Workers' Compensation Employer's Ilabliity Commercial General Liability Automobile Lfabliity Pmfesslonal Liability insurance Statutory Limits $100,000 each accident $500,000 disease policy limit $100,000 disease each employee $'4000,000 each occurrence $1.000,000 aggregate $1,D00,10DO each accident $4000,o00 per dalm $1,000,000 aggregate 9.2 - Commercial General Uabillty insurance will include coverage for Products/Completed Operations extending one (1) year after final acceptance of the Project by Owner, Property Damage Including Completed Operations, Personal Injury, and Contractual Liablllty Insurance applicable to AM Indemnity obligations underthis Agreement. 9.3 -Automobile Uabllity Insurance shall include coverage for all owned, hired and non -awned automobiles. 9;4 - Professional Liablilty Insurance is written on a claims -made basis and coverage will be maintained for one (1) year after final acceptance of the Project by Owner. Renewal policies during this period shall maintain the same retroactive date. LE -To the Extent permitted by applicable state law, and only upon client's signing of the proposal and return of the same to AET, Client and Owner shall be named an 'additional insured° on AE-rs Commercial General Liability Policy (Form CG D4 14 04 08, which includes blanket coverage for Products/Completed Operations and an a Primary and Nan -Contributory basis) and Automobile Liability Policy. Client and Owner shall be extended "waiver of subrogation" status for applicable coverages. Any other endorsement, coverage or policy requirement shall result in additional charges. 9,� - AET will maintain In effect all Insurance coverage required by this Agreement at Its sole expense, provided such insurance is reasonably available, with Insurance carriers licensed to do business in the state In which the project Is located and having a current A.M. Best rating of no less than A minus (A-). Such Insurance shall provide for thirty (30) days prior written notice to Client for notice of cancellation or material limitations for the policy or ten (10) days' notice for non-payment of premium. 9.7 - AET reserves the right to charge Client forAE1°s costs for additional coverage requirements unknown on the" of the proposal, e.g., coverage limits or policy Modification including waiver of subrogation, additional insured endorsements and other project specific requirements. SEC71ON 10 - DELAYS if delays to AET`s Services are caused by Client or owner, work of others, strikes, natural causes, weather, or other items beyond AET's control, a reasonable time extension for performance of workshall be granted, and AET shall receive an equitable fee adjustment. SECTION 11- PAYMENT, INTEREST , AND BREACH 1L1- Invoices are due net thirty (30) days, Client will inform AFT of invoice questions or disagreements within fifteen (15) days of invoice date; unless so informed, Invoices are deemed correct. 11.2 --Client agrees to pay interest on unpaid Invoice balances at a rate of one and a half percent (1.5%) per month, or the maximum allowed bylaw, whichever Is less, beginning thirty (30) days after invoice date. 11.3 — Invoices remaining unpaid for sixty (60) days shall constitute a material breach of this Agreement;, permitting AET, In its sole discretion and without limiting any other legal or equitable 'remedies for such breach, to terminate performance of this Agreement and be relieved of any associated duties to the Client or other persons. Further, AEF may withhold from Client data and reports In AET s possession. if Client fails to cure such breach, all reports associated with the unpaid Invoices shall immediately upon demand be returned to AFC and Client may neither use nor rely upon such reports or the Services. 11,4 -Client will pay all AET expenses and attorney fees relating to collection of past due Invoices. SECTION 12 - MEDIATION Z1,_,_i - Except -for enforcement of AET's rights to payment for Services rendered or to assert and/or enforce. its Ben rights, Including without limitation assertion and enfbroement of mec hanles lien rights and foreclosure of the same, Client and AET agree that any cialm, dispute or other matter in AC5417EG 110/141 AMERICAN ENWNEERING IESFING. INC. ENVIRONMENTAL/ GEOTECHNICAL SERVICE AGREEMENT -TERMS AND CONDITIONS page B of 3 question arising out of or related to this Agreement shall be subject to mediation as a condition precedent to arbitration or the institution of legal or equitable proceedings by either party; provided however that If either party falls to respond to a requestfor mediation within sixty (60) days, the party requesting mediation may without further notice, proceed to arbitration or the Institution of legal or equitable proceedings. 12.2- Mediation shall be In accordance with the Construction Industry Mediation Rules of the American Arbitration Association. Requestfor mediation shall be In writing and the parties shall share the mediator's fee and any Ming fees equally. The mediator shall be acceptable to both parties and shall have experience In commercial construction matters. SECTION - LfITGATION REIMBURSEMENT Except for matters relating to non-payment of fees, which Is governed by Section 9.4 hereof, payment of attorney's fees and costs associated with lawsuits or arbitration of disputes between AET and Client; which are dismissed or are judged substantially In either party's favor, shall be paid by the non-prevalling party. Applicable costs Include, but are not llmitedto, attorney and expert witness fees, court costs, and AET costs. LECTIDN 14 - MUTUAL INDEMNIFICATION 14.1 - Subject to the limitations contained In Sections 13 and 14, AET agrees to indemnify Client from and against damages and costs to the extent caused by AET's Intentional acts or negligent performance of the Services. 1A.2 - Client agrees to Indemntfy AET from and against damages and costs to the extent caused by the intentional acts or negligence of the Client, Owner, Client's contractors end subcontractors or other third parties. K$ - If Client has an Indemnity agreement with other persons or entities relating to the project for which AEI's Services are performed, the client shall Include AET as a beneficiary. 1a.4 - Mrs indemnification to the Client, Including any indemnity required or implied by law, Is limited solelyto losses or damages caused by its fallure to meet the standard of care and onlyto the extent of Its negligence or Intentional acts. SECTTOWS- WAIVER OF CONSEQUENTIAL DAMAGES, NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NEITHER PARTY SIRALL BE LIABLE: TO THE OTHER FOR ANY CONSEQUENTIAL, sPECIAL, INDIREcr, INCIDENTAL OR PUNITIVE DAMAGES INCURRED EVEN IF THE POSSIB11.11Y OF SUCH DAMAGES WAS FORESEEABLE. CONSEQUENTIAL DAMAGES INCLUDE, BUT ARE NOT LIMITED TO LOSS OF USE AND LOSS OF INCOME OR PROFIT. SECTION 16-- LIMITATION OF LIABILITY Client agrees to limit AEI's liability to client resulting from AEI's negligent acts, errors or omissions, such that the total Gabllity of AET shall not exceed $50,001). SECTION 17 -• UNIONIZATION AFT reserves the right to negotiate an appropriate fee Increase or to terminate its contract on three (3) days written notice to tient without Incurring penalties or costs from Client, Owner and their successors, assignees, Joint -venturers, contractors and subcontractors, or any other parties Involved with the project far claims, Ilabillties, damages or consequential damages, directly or indirectly related to AET being required to provide unionized personnel on the project Reservatlori of this right on the part of AET represents neither approval nor disapproval of unions in general or the use of collective bargaining agreements, SECTION 18 - POSTING OF NOTiCES ON EMPLOYEE RIGEM Effective June 21, 2010, prime contracts with a value of $100,000 or more and signed by federal contractors on projects with any agency of the United States government must comply with 29 CFR Part 471, which requires physical posting of a notice to employees of their rights under Federal labor laws. The required notice may be found at 29 Code of Fedenst flow—rtians Part 471. AovendlitA to SluboartA. The regulatlon also has a'flow-down" requirement for subcontractors under the prime agreement for subcontracts with a value of $10,000 or more. AEI' requires strict compliance of its subcontractors working on federal contrails subject to this regulation. The regulation has specific requirements for location of posting and language(s) for the poster. SECTION 14 -TERMINATION After 7 days written notice, either party may elect to terminate this Agreement for justifiable reasons. In this event, the client shall pay AETfor all work performed, Mduding demoblilzation and reporting ocststo complete the file. SECTION 28 —SEVERABILITY Any provisions of this Agreement later held to violate a law or regulation shall be deemed void, and all remaining provisions shall continue In force. However, Client and AEE will In good faith attempt to replace in Invalid or unenforceable provision with one that Is valid and enforceable, and which comes as close as possible to expressingthe intent of the original provision. SECTION 21 -GOVERNING LAW This Agreement shall be construed In accordance with the Laws of the State of Minnesota without regard to its conflicts of law provisions. SECTJQK22-ENTIREAGREEMENT This Agreement, Including these terms and conditions and attached proposal and appendices, Is the entire agreement between AET and (Lent, Regardless of method of aomptance of this Agreement by the Client, this Agreement supersedes any previous written or oral agreements, Including purchase/work orders or other Client agreements submitted to AET after the start of our Services. Any modifications to this Agreement must be mutually acceptable to both parties and accepted In wrlting. No considerations will be given to revisions to AEI's terms and conditions or alternate contract format submitted by the Client as a condition for payment of AET's accrued Services. AL_5 ;17EG 1V'1) AMMCM ENG14EER NOWON-8, 1&t E, I Ar 1.--fA- lir 4 Fr st te -OVA, L lit EXHIBIT A FF[�I I� l ERTE no SCIMMS YM&OF1 o2. April 30, 2015 Mr. Aaron Chirpich, Community Development Specialist City of New Hope 4401 Xylon Ave N New Hope, Minnesota 55428 Re: Proposal for a Geotechnical Evaluation Residential Development 581h Avenue North and Yukon Avenue North New hope, Minnesota Dear Mr. Chirpich: Braun Intertec Corporation 1826 Buerkle Road Saint Paul, MIN 55110 Proposal QTB019829 Phone: 651.487.3245 Fax: 651.487.1812 Web: braunintertec.com We respectfully submit this proposal to complete a geotechnical evaluation for the potential development of residential land at the intersection of Yukon Ave., North and 58th Ave., North in the city of New Hope, Minnesota. Our Understanding of Project We understand you are assessing the feasibility of developing a residential parcel within the city. Based on past topographic information and seven soil borings previously completed, it appears that the potential for development on the site is limited due to unsuitable soil conditions in a portion of the site. Based on the historical surface elevation contours and previous borings, the central portion of the site is not suitable for development because of the extensive depth of organic soils. The suitability of the site appears to be better around the perimeter of the parcel. You requested that we evaluate development of the site based on construction of a four-story stick frame, multi family building that will accommodate from 100 to 120 units, with underground parking. Our requested scope of services includes the following: Determine if more borings are required to achieve the desired outcome. Cost estimate for the scope of work that you recommend. Based on this, we have attached Exhibit A, showing the previous boring locations (red dots), proposed boring locations (green diamonds) and the possible building area. Purpose The purpose of the Geotechnical Evaluation will be to assess the soil and groundwater conditions at the site by means of a limited number of soil borings. The interpreted subsurface conditions and available project details will then be used to prepare engineering and construction guidelines for the geotechnical aspects of the project. AA/EOE City of New Hope Proposal QTB019829 April 30, 2015 Page 2 Proposed Scope of Services Our scope of services will be performed under the terms of our September 1, 2013, General Conditions. The following tasks are proposed to help us achieve our stated purpose. If unfavorable or unforeseen conditions are encountered at any point during the completion of these tasks that lead us to recommend an expanded scope of services, we will contact you to discuss those conditions before resuming our work. Site Access, Staking and Utility Clearance Based on our reconnaissance of the site, our familiarity with the site, and a review of an aerial photo, it appears that the site is accessible to a truck -mounted drill rig. Depending on access limitations, ground conditions or potential utility conflicts, our field crew may alter the boring locations from those proposed to facilitate accessibility. We propose to stake prospective soil boring locations and obtain surface elevations at those locations using GPS (Global Positioning System) technology. For purposes of linking the GPS data to an appropriate reference, we request that you provide us with CAD files indicating location/elevation references appropriate for this project, or give us contact information for the consultant that might have such information. Prior to drilling, we will contact Gopher State One Call and request they notify the appropriate utility vendors to mark and clearthe soil boring locations of public underground utilities. You or your authorized representative is responsible to notify us before we begin our work of the presence and location of any underground objects or private utilities that are not the responsibility of public agencies. Penetration Test Borings We will drill eight standard penetration test borings for the proposed project, extending three of them to a nominal depth of 30 feet, three to a nominal depth of 25 feet, and the remaining two to a depth of 20 feet. Penetration tests will be performed at 2 A -foot vertical intervals to a depth of 15 feet, and then at 5 -foot intervals to the boring termination depths. The borings will be completed in general accordance with ASTM International Method D1586). The total proposed drilling footage is 205 feet. If existing fill, organic materials or other unsuitable soils have not been penetrated above the intended boring termination depths, we will extend the borings to obtain at least 5 feet of penetration into more competent materials at greater depths. The additional information will help us evaluate such issues as excavation depth, consolidation settlement, and foundation alternatives, among others. If deeper borings (or additional borings) are needed, we will attempt to contact you priorto increasing our total estimated drilled footage and submit a Change Order summarizing the anticipated additional effort, and the associated cost, for your review and authorization. If we are unable to contact you, we reserve the right to reduce the number of borings if the borings need to be extended to greater depth and if such action is required to avoid a re -mobilization of our drilling equipment. Mi''l City of New Hope Proposal QTBO19829 April 30, 2015 Page 3 Borehole Abandonment Minnesota Well Code requires us to seal any boring or core that encounters groundwater and is either greater than 25 feet deep, or penetrates a confining layer. Based on the intended boring depths, we have made provisions to seal 90 linear feet of the bore hole with grout, and prepare associated sealing records. We have included a cost of $2 per linear foot of grouting in our proposal cost. Sample Review and Laboratory Testing Samples will be returned to our laboratory where they will be visually classified and logged by a geotechnical engineer. To help classify the materials encountered and estimate their engineering properties, we have budgeted to include the following laboratory testing schedule: 16 Moisture content tests (per ASTM International D2216); 4 2 Wash samples through a #200 sieve (per ASTM C117); 2 Atterberg limits tests (per ASTM International D4318); ■ 6 Organic content tests (per ASTM International D2974); and If after review of the soils and groundwater conditions, it is our opinion that an increased laboratory testing schedule is warranted and would be cost -beneficial to the project, we will request authorization from you to perform additional testing. We will not increase our total cost without specific authorization from you through a Change Order. Reporting Data obtained from the soil borings and laboratory tests will be used to evaluate the subsurface profile and groundwater conditions, perform engineering analyses related to the proposed project and prepare a report including: ■ A Boring Location sketch showing the project components and limits, as well as boring locations. ■ Logs of the borings describing the materials encountered and presenting the results of our groundwater measurements and laboratory tests. ■ A summary of the subsurface soil profile and groundwater conditions. ■ Discussions identifying the site conditions that will impact structure design and performance, qualifying the nature of their impact, and outlining alternatives for mitigating their impact. Discussions regarding the reuse of on-site materials during construction, and of the impact of groundwater on construction. Recommendations for preparing structure subgrades, including excavation support if applicable, and the selection, placement and compaction of excavation backfill and other structural fill. Recommended net allowable bearing pressure forfoundation design, along with the estimated foundation settlements at the indicated pressure. Recommended pavement sections for parking and drive areas. MRAVN INTERTEC City of New Hope Proposal QTBO19829 April 30, 2015 Page 4 We will provide you with a digital copy of our report. If you would like a signed original report, we can also provide one to you. If you desire copies to be sent to other parties, please provide us with their email address. _• » If an all -terrain drill rig is needed for site access due to the discovery of difficult terrain or changed ground conditions, an additional charge of $125 per hour will apply. If borings need to be extended beyond their intended termination depths, we will charge an additional $18 per lineal foot beyond the originally intended termination depth. Additional site mobilizations will be charged at $300 per day. Cost and Invoicing We will furnish the services described in this proposal for a lump sum fee of $9,490. We are available to meet with you and discuss our proposed scope of services further, clarifying the various scope components, or discussing how the scope may be adjusted to meet your project requirements. Invoices are payable according to the terms of the attached General Conditions. Schedule We currently have a significant drilling backlog. We anticipate that the tield work can begin within approximately four weeks of authorization; the field exploration will take 2 days to complete. We anticipate we can submit our report by approximately 14 days after completion of the drilling. Verbal recommendations can be provided prior to issuance of our final report. If your project timeline requires a reduced time to complete our exploration program, please contact us. We will work with you and attempt to accelerate our drilling program. If our proposed scope of services cannot be completed according to this schedule due to circumstances beyond our control, we may need to revise this proposal prior to completing the remaining tasks. General Remarks We appreciate the opportunity to provide you with a proposal for this project. If it is acceptable, we request that you return the entire signed proposal to us. The proposed fee is based on the scope of services described and the assumptionsthat our services will be authorized within 30 days and that others will not significantly delay us beyond our proposed schedule. City of New Hope Proposal QTBO19929 April 30, 2015 Page 5 We include the Braun Intertec General Conditions, which provide additional terms and are a part of our agreement. If you have any questions regarding this proposal, please contact Loren Braun at 6S1A87.7011 or by e- mail au-BraunIRBIAunintedw.com. Sincerely, BrTERTEC RATION 1N IV Loren W. Braun, PE Senior Engineer Gregg R. Jandro, PE Vice President — Principal Engineer Attachments: Exhibit A General Site Concept General Conditions (09/01/2013) The proposal is accepted, and you are authorized to proceed. Authorizer's Firm Authorizer's Signature Authorizer's Name (please print or type) Authorizer's Title Date BRAUN INTERTEC 1001 ti T_ Proposal No: y m Cl'B019829 Drawing No. scale: m Drawn By: NMS y eta Drawn : 4F30l15 Checked By: Me Last Modified: 4*W5 w FAr ., ' a ' �•�'. GENERAL SITE CONCEPT RESIDENTIAL DEVELOPMENT 58TH AVENUE NORTH AND YUKON AVE NORTH NEW HOPE, MINNESOTA C7 R RAID N I NTE RTEC 11D01 Hampshire Avenue So. Minneapolis, MN 55438 PH. (952)995.200D FAX (952) 995.202D General Conditions Section 1: Our Agreement 1.1 our agreement ("Agreement") with you consists of these General Conditions and the accompanying written proposal or authorization. This Agreement is our entire agreement. it supersedes prior agreements. It may be modified only in a writing signed by us, making specific reference to the provision modified. 12 The words "you," "we," "us," and "our" include officers, employees, and subcontractors. 1.3 In the event you use a purchase order or other form to authorize our services, any conflicting or additional terms are not part of our Agreement, Directing us to start work prior to execution of this Agreement constitutes your acceptance. If, however, mutually acceptable terms cannot be established, we have the right to withdraw our proposal without liability to you or others, and you will compensate us for services already rendered. Section 2: Our Responsibilities 2.1 We will provide the services specifically described in our Agreement with you. You agree that we are not responsible for services that are not fairly included in our specific undertaking. Unless otherwise agreed in writing, our findings, opinions, and recommendations will be provided to you in writing. You agree not to rely on oral findings, opinions, or recommendations without our written approval. 22 In performing our professional services, we will use that degree of care and skill ordinarily exercised under similar circumstances by reputable members of our profession practicing in the same locality. If you direct us to deviate from our recommended procedures, you agree to hold us harmless from claims, damages, and expenses arising out of your direction. 23 We will reference our field observations and sampling to available reference points, but we will not survey, set, or check the accuracy of those points unless we accept that duty In writing. Locations of field observations or sampling described in our report or shown on our sketches are based on Information provided by others or estimates made by our personnel. You agree that such dimensions, depths, or elevations are approximations unless specifically stated otherwise in the report. You accept the inherent risk that samples or observations may not be representative of things not sampled or seen and, further, that Site conditions may change overtime. 24 Our duties do not include supervising your contractors or commenting on, overseeing, or providing the means and methods of their work, unless we accept -such duties In writing. We will not be responsible for the failure of your contractors to perform in accordance with their undertakings, and the providing of our services will not relieve others of their responsibilities to you or to others. 2.5 We will provide a health and safety program for our employees, but we will not be responsible for contractor, job, or site health or safety unless we accept that duty In writing. 2,6 You will provide, at no cost to us, appropriate site safety measures as to work areas to be observed or inspected by us. Our employees are authorized by you to refuse to work under conditions that may be unsafe. 27 Estimates of our fees or other project costs will be based on information available to us and on our experience and knowledge. Such estimates are an exercise of our professional judgment and are not guaranteed or warranted. Actual costs may vary. You should allow a contingency In addition to estimated costs. Section 3: Your Responsibilities 3.1 You will provide us with prior geotechnical and other reports, specifications, plans, and Information to which you have access about the site. You agree to provide us with all plans, changes In plans, and new information as to site conditions until we have completed our work. 3.2 You will provide access to the site. In the course of our work some site damage Is normal even when due care Is exercised. We will use reasonable care to minimize damage to the site. We have not included the cost of restoration of normal damage In the estimated charges. 3.3 You agree to provide us, in a timely manner, with information that you have regarding buried objects at the site. We will not be responsible for locating buried objects at the site unless we accept that duty in writing. You agree to hold us harmless from claims, damages, losses, and related expenses Involving buried objects that were not properly marked or Identified or of which you had knowledge but did not timely call to our attention or correctly show on the plans you or others on your behalf furnished to us. 3.4 You will notify us of any knowledge or suspicion of the presence of hazardous or dangerous materials in a sample provided to us. You agree to provide us wlth information in your possession or control relating to contamination at the work site. if we observe or suspect the presence of contaminants not anticipated in our Agreement, we may terminate our work without liability to you or to others, and we will be paid for the services we have provided. 3.5 Neither this Agreement nor the providing of services will operate to make us an owner, operator, generator, transporter, treater, Storer, or a disposal facility within the meaning of the Resource Conservation Recovery Act, as amended, or within the meaning of any other law governing the handling, treatment, storage, or disposal of hazardous materials. You agree to hold us harmless and Indemnify us from any such daim or loss. 3.6 Monitoring wells are your property, and you are responsible for their permitting, maintenance, and abandonment unless we accept that duty in writing. 3.7 You agree to make disclosures required by law. In the event you do not own the site, you acknowledge that It is your duty to inform the owner of the discovery or release of contaminants at the site. You agree to hold us harmless and indemnify us from claims related to disclosures made by us that are required by law and from claims related to the Informing or failure to Inform the site owner of the discovery of contaminants. Section 4: Reports and Records 4.1 Unless you request otherwise, we will provide our report in an electronic format. 42 Our reports, notes, calculations, and other documents and our computer software and data are Instruments of our service to you, and they remain our property but are subject to a license to you for your use In the related project for the purposes disclosed to us. You may not transfer our reports to others or use them for a purpose for which they were not prepared without our written approval. You agree to indemnify and hold us harmless from claims, damages, losses, and expenses, Including attorney fees, arising out of such a transfer or use. At your request, we will provide endorsements of our reports or letters of reliance, but only if the recipients agree to be bound by the terms of our agreement with you and only if we are paid the administrative fee stated In our then current Schedule of Charges. 4.3 Because electronic documents maybe modified Intentionally or inadvertently, you agree that we will not be liable for damages resulting from change in an electronic document occurring after we transmit it to you. 4.4 If you do not pay for our services In full as agreed, we may retain work not yet delivered to you and you agree to return to us all of our workthat Is In your possession or under your control. 4.5 Samples and field data remaining after tests are conducted and field and laboratory equipment that cannot be adequately cleansed of contaminants are and continue to be your property. They may be discarded or returned to GC Page 1 of 2 you, at our discretion, unless within 15 days of the report date you give us written direction to store or transfer the materials at your expense. 4.6 Electronic data, reports, photographs, samples and other materials provided by you or others may be discarded or returned to you, at our discretion, unless within 15 days of the report date you give us written direction to store or transfer the materials at your expense. Section 5: Compensation 5.1 You will pay for services as agreed upon or according to our then current Schedule of Charges If there is no other written agreement as to price. An estimated cost is not a firm figure. You agree to pay all sales taxes and other taxes based on your payment of our compensation. Our performance is subject to credit approval and payment of any specified retainer. 52 You will notify us of bllling disputes within 15 days. You will pay undisputed portions of Invoices on receipt. You agree to pay Interest on unpaid balances beginning 30 days after Invoice dates at the rate of 1.5% per month, or at the maximum rate allowed by law. 5.3 If you direct us to Invoke another, we wlll do so, but you agree to be responsible for our compensation unless you provide us with that person's written acceptance of all terms of our Agreement and we agree to extend credit to that person and to release you. 5A Your obligation to pay for our services under this Agreement is not contingent on your ability to obta In financing, governmental or regulatory agency approval, permits, final adjudication of lawsuit in which we are not involved, your successful completion of a project, receipt of payment from another, or any other event. No retainage will be withheld. 5,5 If you do not pay us within 60 days of Invoice date, you agree to reimburse our expenses, including but not limited to attorney fees, staff time, and other costs of collection. 5.6 You agree to compensate us in accordance with our fee schedule if we are asked or required to respond to legal process arising out of a proceeding related to the project and as to which we are not a party. 57 If we are delayed by factors beyond our control, or if project conditions or the scope or amount of work change, or If changed labor union conditions result in increased costs, decreased efficiency, or delays, or if the standards or methods change, we will give you timely notice and we will receive an equitable adjustment of our compensation. if you and we do not reach agreement on such compensation Within 30 days of our written application, we may terminate without liability to you or others. 5.8 If you fail to pay us within 60 days following Invoice date, we may consider the default a total breach of our Agreement and, at our option, terminate our duties without liability to you or to others. 5.9 In consideration of our providing insurance to cover claims made by you, you hereby waive any right of offset as to fees otherwise due us. Section 6: Disputes, Damage, and Risk Allocation 6.1 Each of us will exercise good faith efforts to resolve disputes without litigation. Such efforts will include, but not be limited to, a meetings) attended by each party's representatives) empowered to resolve the dispute. Before either of us commences an action against the other, disputes (except collections) will be submitted to mediation. 62 Neither of us will be liable for special, incidental, consequential, or punitive damages, including but not limited to those arising from delay, loss of use, loss of profits or revenue, loss of financing commitments or fees, or the cost of capital. 6.3 We will not be liable for damages unless suit is commenced within two years of the date of injury or loss or within two years of the date of substantial completion of our services, whichever is earlier. We will not be liable unless you have notified us of the discovery of the claimed breach of contract, negligent act, or omission within 30 days of the date of discovery and unless you have given us an opportunity to investigate and to recommend ways of mitigating damages. You agree not to make a claim against us unless you have provided us at least 30 days prior to the institution of any legal proceeding against us with a written certificate executed by an appropriately licensed professional specifying and certifying each and every act or omission that you contend constitutes a violation of the standard of care governing our professional services. 6.4 For you to obtain the benefit of a fee which includes a reasonable allowance for risks, you agree that our aggregate liability for all claims will not exceed the fee paid for our services or $50,000, whichever is greater. If you are unwilling to accept this allocation of risk, we will increase our aggregate liability to $100,000 provided that, within 10 days of the date of our Agreement, you provide payment in an amount that will increase our fees by 10%, but not less than $500, to compensate us for the greater risk undertaken. This increased fee is not the purchase of insurance. 6.5 You agree to Indemnify us from all liability to others in excess of the risk allocation stated above and to insure this obligation. 6.6 The prevailing party in any action relating to this Agreement shall be entitled to recover its costs and expenses, including reasonable attorney fees, staff time, and expert witness fees. 6.7 The law of the state in which our servicing office is located will govern all disputes. Each of us waives trial by jury. No officer or employee acting within the scope of employment shall have individual liability for his or her acts or omissions, and you agree not to make a claim agalnst individual employees. Section 7: General indemnification 7.1 We will indemnify and hold you harmless from and against demands, damages, and expenses of others to the comparative extent they are caused by our negligent acts or omissions or those negligent acts or omissions of persons for whom we are legally responsible. You will Indemnify and hold us harmless from and against demands, damages, and expenses of others to the comparative extent they are caused by your negligent acts or omissions or those negligent acts or omissions of persons for whom you are legally responsible. 7.2 To the extent it maybe necessary to indemnify either of us under Section 7.1, you and we expressly waive, in favor of the other oniy, any immunity or exemption from liability that exists under any worker compensation law. 7.3 You agree to indemnify us against losses and costs arising out of claims of patent or copyright Infringement as to any process or system that is specified or selected by you or by others on your behalf. Section 8: Miscellaneous Provisions 8.1 We will provide a certificate of insurance to you upon request. Any claim as an Additional Insured shall be limited to losses caused by our sole negligence. 8.2 You and we, for ourselves and our Insurers, waive all claims and rights of subrogation for losses arising out of causes of loss covered by our respective insurance policies. 6.3 Neither of us will assign nor transfer any interest, any claim, any cause of action, or any right against the other. Neither of us will assign or otherwise transfer or encumber any proceeds or expected proceeds or compensation from the project or project claims to any third person, whether directly or as collateral or otherwise. 6.4 Our Agreement may be terminated early only in writing. We will receive an equitable adjustment of our compensation In the event of early termination. 8.5 If a provision of this Agreement is invalid or illegal, all other provisions shall remain in full force and effect. GC Revised 9/1/2013 Page 2 of 2