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HomeMy WebLinkAboutContract No. 2014-2605May 5, 2014 Mr. Kevin Hansen Director of Public Works /City Engineer City of Columbia Heights 637 38th Avenue NE Columbia Heights, MN 55421 Braun Intertec Corporation 1826 Buerkle Road Saint Paul, MN 55110 Proposal QTB003673 Re: Proposal for Preliminary Evaluation of the Central Avenue Library Site Columbia Heights, Minnesota Dear Mr. Hansen: Phone: 651487.3245 Fax: 651.487.1812 Web: braunintertec.com Braun Intertec respectfully submits this proposal to complete a preliminary evaluation of the proposed City of Columbia Heights Public Library site located on Central Avenue in Columbia Heights, MN. To perform this evaluation, you have requested cost estimates to perform the following services: Carlson Professional Services previously performed soil borings on this site as part of an environmental evaluation. Preliminary evaluations will be performed based on that available data; along with our experiences in this area and any other data we may have available to us. Further explore the site by performing additional geotechnical and environmental explorations to prepare more detailed evaluations, and to better evaluate the geotechnical and environmental conditions for the design and construction of the library facility on this site. ■ An evaluation of the potential grading, environmental remediation, and pavement construction costs associated with this site, as well as the 42nd Avenue site for which Braun Intertec is currently performing a geotechnical evaluation. • • •, t • • • •, • • Based on our discussions, we understand that the City is considering the site on Central Avenue, referred to as "toady's site," as a potential location for a new public library. At one time, a Burger King restaurant occupied the site and was subsequently demolished in 2005. In March of 2010, a Phase II Environmental Site Assessment (ESA) and Conceptual Response Action Plan (RAP) report was prepared for the site by Carlson Professional Services. As part of that work, several direct -push soil borings were performed in May of 2006 and a design plan was provided. The push - probes on this site encountered as much as 26+ feet of debris -laden fill overlying organic deposits. With the debris -laden fill and buried organics on this site, we understand the former Burger King Building was supported on timber pile foundations. Included in the design plan prepared by Carlson were recommendations for capping the site and installing a vapor venting system beneath the proposed buildings on this site. /EOE Providing engineering and environmental solutions since 1957 City of Columbia Heights Proposal QTB003673 May 5, 2014 Page 2 The primary purpose of the work requested of us is to evaluate the Central Avenue site as a potential location for the new library. Based on available information that has been provided to us by the City and from our ongoing evaluation of the 42nd Avenue site, it is our preliminary assumption that the 42nd Avenue site would be constructed on spread footings, with a slab on grade. Given the findings from the Phase 11 ESA report prepared for the Mady's site, we assume that site would require that the proposed building be supported on deep foundations, with a structural slab. However, none of the soil borings performed by Carlson were extended to depths suitable for estimating depths and capacities for deep foundations. Assuming that it would be acceptable for this phase of the project to assume soil conditions at depths based on our experiences in this area and our review of available published geology maps, we could estimate deep foundation depths and capacities based on that information. With the variable soils conditions indicated in the Carlson borings, it is important to note that there are risks that the actual subsurface conditions on this site will be different than those that we assume for our evaluation. If it is desired that a more detailed evaluation be performed to better evaluate the various design options and their impacts on construction costs, we recommend a geotechnical investigation be performed at the Mady's site. Furthermore, we recommend screening and monitoring the geotechnical borings that will be located in the area of the proposed library building and parking area to better evaluate the environmental conditions on this site. Additionally, we recommend performing a soil vapor assessment (SVA) to supplement the previous data collected at the site. The potential for soil vapor intrusion impacts was not addressed in the prior investigations conducted at the site. Given the presence of dump materials mixed with municipal waste, the potential exists for the emission of volatile organic compounds and methane. The previous Phase 11 report included a conceptual RAP that included the installation of a geosynthetic liner over a passive soil venting system. While this precautionary measure may be acceptable, we recommend obtaining soil gas analytical data from the site to support the need for the venting system and to ensure that methane is not being generated. In the event that methane, an explosive gas, is detected, the venting system may require modification to accommodate. We have provided a preliminary scope of work and cost estimate for environmental services below. We have listed the SVA as an optional cost as this scope of work can be conducted later if you prefer. Information gathered from both the geotechnical and environmental investigations (whether it is based solely on the available data provided in the Carlson Report or that information is supplemented with more detailed site exploration services) would be used to evaluate the potential construction costs for each of the two sites given the options for design and construction. 4, City of Columbia Heights Proposal QTB003673 May 5, 2014 Page 3 Geotechnical and Environmental Review of Historical Information The purpose of our geotechnical and environmental review is to evaluate the existing subsurface information provided in the Carlson Report, along with our experiences in this area and the data we can obtain from published geology maps, and provide a preliminary summary letter that addresses preliminary geotechnical and environmental recommendations. This information can be used by the design team to advance the design phase of the project, to provide preliminary estimates for design of deep foundations and structural slabs for support of the proposed library building, environmental remediation, and design of utilities and pavements. Additional Geotechnical and Environmental Services If more accurate data is desired to better evaluate the soils at depth on this site for design of deep foundations, additional soil borings taken to estimated pile depths should be performed. The following tasks are proposed as part of the additional geotechnical and environmental investigation. If unfavorable or unforeseen conditions are encountered at any point during the completion of the tasks that lead us to recommend an expanded scope of services, we will contact you to discuss the conditions before resuming work. Geotechnical Investigation Site Access, Staking and Utility Clearance Based on our review of the site, we assume that all soil boring areas will be accessible with a truck - mounted drill rig. We will use GPS to perform and document the staking. Depending on access requirements or potential utility conflicts, our field crew may slightly alter the exploration locations from those proposed to facilitate accessibility. Prior to drilling, we will contact Gopher State One Call and arrange for notification to the appropriate utility vendors to mark and clear the exploration locations of public underground utilities. You or your authorized representatives are 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. Standard Penetration Test Borings Based on the available data, it is likely that the proposed library building will need to be supported on some sort of deep foundation system. To further evaluate that assumption and to assist in design, for this preliminary evaluation, we recommend two pile -depth borings to a depth of at least 60 feet and four shallower borings to a depth of fifteen feet below the existing surface. Penetration tests will be performed and samples will be gathered at 2 1j2 -foot vertical intervals to 15 feet and then 5 -foot vertical intervals to the termination depth. City of Columbia Heights Proposal QTB003673 May 5, 2014 Page 4 If groundwater is encountered in the boreholes, the depth where it is observed will be recorded on the boring logs. Depending on the results of the borings, we may recommend the borings be taken to deeper depths or that additional borings be performed. If deeper borings or additional borings are needed, we will contact you prior to 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. Borehole Abandonment With the known contamination on this site, we are assuming all of the borings will be sealed in accordance with Minnesota Well Code. Sample Review and Laboratory Testing Soil samples will be returned to our laboratory and 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 perform 4 moisture content tests, 2 mechanical analyses (through a #200 sieve only) and 2 organic content tests. Environmental Investigation We propose that an environmental technician be at the site during the sampling activities to monitor the subsurface materials encountered at each soil boring location. Soil discoloration and odors will be documented if detected. In addition, soil samples will be screened for the presence of organic vapors with a PID using both direct readings from each sample and the headspace method of analysis recommended in "Soil Sample Collection and Analysis Procedures," Minnesota Pollution Control Agency (MPCA) Petroleum Remediation Program Guidance Document 4 -04 (September 2008). Soil Vapor Assessment (Optional) In addition to screening and monitoring the geotechnical borings, we recommend conducting an SVA at the site. The objective of the SVA is to evaluate the Site for potential soil -vapor impacts as a result of historical site use. Braun Intertec will advance six temporary soil -vapor points for purposes of collecting soil -vapor samples. We propose to locate three of the soil vapor probes inside the proposed building footprint and three in the proposed parking lot area. The soil vapor probes will be completed to a depth of 6 feet below the existing ground surface. After reaching the desired depth, a disposable point will be expended, and the soil -vapor probe will be withdrawn approximately 1 foot. New polyethylene tubing will be attached to a downhole adapter and threaded into a gasketed coupling. An air pump will be attached to the downhole tubing and the line will be purged of 1 to 3 volumes of air. Following purging, the line will be clamped and a vacuum canister will be connected for the collection of the soil -vapor sample. Following collection of the sample, a photoionization detector (PID) will be attached to the downhole tubing and the highest measureable concentration of total organic vapors will be recorded. The soil -vapor samples will be submitted to our laboratory for analysis of the presence and concentration of VOCs using Environmental Protection Agency (EPA) Method TO -15, as well as methane. am City of Columbia Heights Proposal QTB003673 May 5, 2014 Page 5 Upon completion of the soil -vapor probes, the boreholes will be backfilled with bentonite chips in accordance with Minnesota Department of Health requirements. Following completion of the field activities and receipt of the laboratory analytical report, we will summarize our investigation procedures and the results of sampling analyses in a report. The report will be provided to you in draft form for review and comment. Because development of this site will involve continued enrollment in the voluntary program at the MPCA, this will be a separate document from the geotechnical evaluation report. Reporting Data obtained from the additional geotechnical and environmental investigations will be used to better evaluate the soils on this site for support of the proposed library. We will prepare a preliminary report including: ■ Boring logs describing the materials encountered. The depth to groundwater will be identified if encountered during drilling. ■ A written summary of the subsurface profile and groundwater conditions. ■ A CAD sketch of the boring locations with corresponding boring numbers identified. ■ A discussion related to the various alternatives for supporting the proposed facility, including options for construction of proposed utilizes and pavements. To assist the City in their determination of site selection, we will evaluate approximate earthwork grading /corrections, environmental remediation, and pavement construction costs associated with both the 42nd Avenue and the Central Avenue sites. We understand that the City's architectural firm, Leo A. Daly, will estimate costs of the building structural foundations and floor slabs based on the design parameters we provide to them. Drilling If any drilling is performed beyond the depths discussed above, we will charge an additional $31 per lineal foot beyond the originally intended termination depth. This cost includes sealing of the boreholes and the environmental technician. Additional site mobilization will be charged at $292 per day. 'M City of Columbia Heights Proposal QTB003673 May 5, 2014 Page 6 Cost and Invoicing Our estimated costs for each of the proposed services is as follows: Geotechnical and Environmental Review of Historical Information - $2,500 Additional Geotechnical and Environmental Services - $8,073 Evaluation of Estimated Construction Costs - $2,500 Optional Soil Vapor Assessment — $4,336 A tabulation showing our estimated hourly and /or unit rates associated with our proposed scope of services is also attached. We would be happy to meet with you and discuss our proposed scope of services further, clarifying the various scope components, or to discuss how the scope may be adjusted to meet your project requirements. Our work may extend over several invoicing periods. As such, for work that is performed during the course of each invoicing period, we will submit partial progress invoices. • • ` =$? To perform the Geotechnical and Environmental Review of Historical Information, we anticipate that that report would be delivered to the City within two weeks of authorization. This report would include our Evaluation of the Estimated Construction Costs. If the Additional Geotechnical and Environmental Services are authorized, we anticipate the field exploration could start on May 12, 2014 and would take two days to complete. Soil classification and laboratory test results would take approximately one week to complete. Our final report would be delivered three weeks after laboratory testing is complete. 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 present this proposal to you. It is provided in duplicate so the original can be retained for your records and the copy can be signed and returned to us. Please return the signed copy in its entirety. The proposed fee is based on the scope of services described and the assumptions that our services will be authorized within 30 days and that others will not delay us beyond our proposed schedule. HE City of Columbia Heights Proposal QTB003673 May 5, 2014 Page 7 We included the Braun Intertec General Conditions, which provide additional terms and are a part of our agreement. To have questions answered or schedule a time to meet and discuss our approach to this project further, please call Amy Grothaus at 651.261.7122 or Bob Janssen at 612.885.8786. Sincerely, BRAUN INTERTEC CORPORATION W= veer F4 KC," President/Principal Engineer Attachments: Cost Estimate General Conditions (9/1/13) The proposal is accepted, and you are authorized to proceed. Check appropriate box: Provide check list of various options. ■ Geeteehnicall and En mental Re - - I... - A-1 & R - $2,500 ■1 Additional r5e9Wc-hnIc;aI and EnviFeliffientel SerVices $81073- V 9 Evaluation of Estimated CGrictaw - $2,500. 0ptional Soil Vapor Assessment - $4,336 City of Columbia Heights AUrnorizers Firm Walter R. Fehst Authorizer's Name (please print or type) City Manager Authorizer's Title 1!r --tip BRAUN Project Proposal INTERTEC OTB003673 Central Avenue Library Site Client: Work Site Address: Service Description: City of Columbia Heights 39th and Central Avenue Site E%vivabon Kevin Hansen Project Engineer 637 38th Ave NE 125.00 Columbia Heights, MN 56421 128 763-782-2880 2.00 Hour Project Manager: Justin Kolander $300.00 17Mnerintion Quantity Units Unit Price Extension Phase I Evaluation of Historical Information Activity 1.1 Consulting $2,500.00 126 Project Engineer 8.00 Hour 125.00 $1,000.00 128 Senior Engineer 2.00 Hour 150.00 $300.00 340 Senior Scientist 8.00 Hour 150.00 $1,200-00 Phase I T*W* $2,500.00 Phase 2 Additional Geatechnical and Environmental Investigation Activity 2.1 Truck Mounted Drill Rig and Crew $4,596.00 9000 Truck Mounted Drilling Services, per hour 16.00 Each 220.00 $3,520.00 205 Site layout and utility clearance 3.00 Hour 75.00 $225.00 1862 Trip Charge 1.00 Each 35.00 $35.00 5099 Trimble RO Rover (horizontal and vertical), per hour 3.00 Each 25.00 $75.00 3753 Soil Boring Location Sketch Scaled 1.00 Each 146.00 $146.00 9902 Sealing records, each 1.00 Each 55.00 $55.00 9724 Bore hole abandonment materials, per foot 180.00 Each 3.00 $540.00 Activity 2.2 Solis Testing $260.00 1166 200 wash (AS TM C 117), per sample 2.00 Each 55.00 $110.00 1152 Moisture content (AST M D 2216), per sample 4.00 Each 10.00 $40.00 1174 Organic content (AST M 0 2974), per sample 2.00 Each 56.00 $110.00 Activity 2.3 Soil ScreeningfFleld analysis $1,870.00 5036 PID (includes technician), per day 2.00 Each 900.00 $1,800.00 1868 Trip Charge 2.00 Each 35.00 $70.00 Activity 2.4 Consulting $1,347.00 138 Project Assistant 1.00 Hour 72.00 $72.00 126 Project Engineer 8.00 Hour 125.00 $1,000.00 128 Senior Engineer 1.00 Hour 160.00 $150.00 125 Project Manager 1.00 Hour 125.00 $125.00 Phase 2 Total: $8,073.00 Phase 3 Evaluation of Construction Costs Activity 3.1 Consulting $2,500.00 126 Project Engineer 8.00 Hour 125.00 $1,000.00 128 Senior Engineer 2.00 Hour 150.00 $300.00 340 Senior Scientist 8.00 Hour 150.00 $1,200.00 05/05=14 09:32 AM Page 1 of 2 BRAUN Project Proposal INTERTEC OTB003673 Central Avenue Library Site Phase 4 Optional SVA Activity 4.1 Drilling Services $762.00 9435 Soil gas sampling tubing and consumabbs, per sample 8.00 Each 17.00 $102.00 9000 Truck Mounted Drilling Services, per hour 3.00 Each 220.00 $660.00 Activity 4.2 Soil ScreeningIFfield analysis $485. 00 5036 PID (includes technician), per day 0.50 Each 9W.00 $450.00 1862 Trip Charge 1.00 Each 35.00 $35.00 Activity 4.3 Soil Chemistry $1,650.00 4102 TO-15 MPCA Not 6.00 Each 210.00 $1,260.00 4103 TO-15 Cann ister rental prop charge 6.00 Each 65.00 $390.00 Activity 4.4 Project Management & Reporting $1,439.00 371 CADD/Graphics Operator 1.00 Hour 95.00 $95.00 360 Project Assistant 2.00 Hour 72.00 $144.00 340 Senior Scientist 8.00 Hour 150.00 $1,200.00 Phase 4 Total: $4,336.00 Proposal Total: 05105/2014 09:32 AM Page 2 of 2 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. 1.2 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. 2.2 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. 2.3 We will reference our field observations and sampling to available reference points, but we will not survey, set, or check the accuracy of those points unless we accept that duty in writing. locations of field observations or sampling described in our report or shown on our sketches are based on information provided by others or estimates made by our personnel. You agree that such dimensions, depths, or elevations are approximations unless specifically stated otherwise in the report. You accept the inherent risk that samples or observations may not be representative of things not sampled or seen and, further, that site conditions may change over time. 2.4 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. 23 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 with 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 ofthe 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 claim 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. 4.2 Our reports, notes, calculations, and other documents and our computer software and data are instruments of our service to you, and they remain our property 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. 43 Because electronic documents may be 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 work that 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. 5.2 You will notify us of billing 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 invoice another, we will 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. 5.4 Your obligation to pay for our services under this Agreement is not contingent on your ability to obtain 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. 5.7 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 meeting(s) attended by each party's representative(s) empowered to resolve the dispute. Before either of us commences an action against the other, disputes (except collections) will be submitted to mediation. 6.2 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 against 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 only, 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. 8.3 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. 8.4 Our Agreement maybe terminated early only in writing. We will receive an equitable adjustment of our compensation in the event of early termination. 115 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