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HomeMy WebLinkAboutContract No. 2015-2644NT1' NORTHERN TECHNOLOGIES, INC. April 10, 2015 City of Columbia Heights 637-38 th Avenue NE Columbia Heights, MN 55421 -a rN,,.'h [I(.n:V SU*t •07 l -i. Jr f.• ti�'c0 :2F 14 .. WWWINTigeo.com Attention: Kathy Young, PE Assistant City Engineer Kathy.Young @ci.columbia- heights.mn.us Subject: Proposal for Construction Materials Testing Services 2015 Concrete Alley Construction — City Project 1402 Columbia Heights, Minnesota NTI Proposal P5171 2015 -2644 Unearthing confidenceT'•` Northern Technologies, Inc. (NTI) is pleased to submit this Construction Materials Testing Services proposal for the 2015 Concrete Alley Construction — City Project 1402 . We have reviewed the project plans and specifications. Our estimate is based upon these documents as well as our experience providing these services successfully on other street reconstruction projects. PROJECT INFORMATION The proposed project consists of reconstructing three existing alleys in Columbia Heights, Minnesota. Total lineal footage will be 19,935 square feet of Portland cement concrete pavement and 5,621 square feet of concrete pavers or approximately three blocks of alley reconstruction. The project will also include areas with new curb and gutter as well as underdrains and storm sewer utility construction. SCOPE OF WORK — CONSTRUCTION MATERIALS TESTING & SPECIAL INSPECTIONS The following presents a general description of the proposed testing to be performed by our firm. We propose staffing this project from our Ramsey location on an intermittent to full time basis as project progress dictates with individuals qualified to perform the required test or inspection. Proposal for Construction Materials Testing Services 2015 Concrete Alley Construction — City Project 1402 Columbia Heights, MN NTI Proposal P5171 NTI will provide qualified staff to: • Perform laboratory Proctor tests to determine the maximum standard Proctor dry densities and optimum moisture contents of fill materials • Perform moisture /density and MnDOT modified dynamic cone penetration testing of engineered fill and aggregate base placed below exterior pavements and walks as well as above utilities to document compliance with project compaction specifications • As requested, provide guidance for moisture content and lift thickness of engineered fill placement to optimize compaction effort • Perform laboratory mechanical analyses of prospective fill and backfill materials • Obtain samples of plastic concrete and test for slump, air content, temperature, and cast cylinders for compressive strength testing • Check gradation and density of aggregate base materials Discrepancies with construction documents will be presented to the construction manager and /or contractor for corrective action. Our activities will be coordinated with the construction manager and /or your designated representative. Daily reports will be left with the site manager and sent to you along with our test results on a weekly basis. PROJECT TEAM NTI proposes to provide an engineering staff consisting of: Michael F. "Mike" Bailey, P.E., will act as our project manager and will coordinate our efforts with the construction superintendent, supervise our field personnel, assign field staff to the project and supervise and approve all laboratory testing. Mike will be your main point of contact. Robb Lux, will be NTI's Engineering Assistant /Laboratory Manager assigned to this project. Mr. Lux has over 10 years experience providing structural special inspections, excavation observations and laboratory material testing. His extensive background in the construction material testing industry and his attention to detail makes him an asset to our proposed team. Robb will be responsible for overseeing laboratory testing, scheduling and see that the necessary testing and special inspections proceed in a timely, accurate and professional manner. Proposal for Construction Materials Testing Services 2015 Concrete Alley Construction — City Project 1402 Columbia Heights, MN NTI Proposal P5171 ANTICIPATED SCHEDULE AND FEES We propose performing the above referenced construction services during the 2015 construction season for the unit rates outlined in the attached fee schedule. Based on our experience with similar projects we estimate our fees to be approximately: Van Buren to Central 39th to 401h $3,760 Van Buren to Central 42nd to 43rd $2,980 Monroe to Quincy 42nd to 43rd $3,160 Our final fee, which may be higher or lower, is dependent upon contractor scheduling, weather, actual requested services and any unforeseen circumstances beyond our control. We will advise you as early in the process as possible if we anticipate our fee will exceed this estimate. This Supplemental Agreement is an extension of and in accordance with the Agreement for Professional Engineering Services between the City of Burnsville and Northern Technologies, November 2011. An invoice for our services will be submitted to you monthly and is due within 30 days of receipt. This proposal is valid through May 08, 2015. Proposal for Construction Materials Testing Services 2015 Concrete Alley Construction —City Project 1402 Columbia Heights, MN NTI Proposal P5171 ACCEPTANCE Please indicate your acceptance of this proposal by signing one copy and returning it to us. We look forward to working with you and being part of the project team. If you have any questions, feel free to contact Mike at mikeb @ntigeo.com or 651 - 389 -4193. NORTHERN TECHNOLOGIES, INC. v Michael F. Bailey, P.E. Project Engineer/ Project Manager Kyler Bender, P.E. Construction Services Manager/ Principal Engineer Attachments: Estimate of Services — Tables 1 -3 General Terms & Conditions City of Columbia Heights By: .� ✓'�' Printed Name: Walt Fehst Title: City Manager Date: //I- Table 1 - Estimate of Services Van Buren to Central, 39th to 40th - 2015 Concrete Alley Construction - City Project 1402 City of Columbia Heights, Minnesota Estimated Units Unit Cost Estimated Fee Testing Services for Utility Construction Testing Services NT1' 7ECHNOLOGfES.INC. www.NTlgeo.com Table 1 - Estimate of Services Van Buren to Central, 39th to 40th - 2015 Concrete Alley Construction - City Project 1402 City of Columbia Heights, Minnesota Estimated Units Unit Cost Estimated Fee Testing Services for Utility Construction Testing Services Engineer $110.00 per hour Technician - 2 trips 4 $52.50 per hour $210.00 Density Test of Soil 2 $16.00 per test $32.00 Modified Dynamic Cone Penetrometer (MnDOT) 1 $15.00 per test $15.00 Moisture Content Determination of Soils (ASTM D2216) 1 $25.00 per test $25.00 Standard Proctor (ASTM D -698) 1 $110.00 per test $110.00 Sieve Analysis: 1 -1/2" to #200 & wash (ASTM C -136, C -117) 1 $110.00 per test $110.00 Vehicle Mileage- 2 Total Trips 76 $0.75 per mile $57.00 $559.00 Special Inspection and Testing Services for Concrete Construction Aggregate Base Testing Engineer g $110.00 per hour Technician - 1 trip 2 $52.50 per hour $105.00 Density Test of Soil 2 $16.00 per test $32.00 Modified Dynamic Cone Penetrometer (MnDOT) 1 $15.00 per test $15.00 Moisture Content Determination of Soils (ASTM D2216) 1 $25.00 per test $25.00 Standard Proctor (ASTM D -698) 1 $110.00 per test $110.00 Sieve Analysis: 1 -1/2" to #200 & wash (ASTM C -136, C -117) 4 $110.00 per test $440.00 Concrete Testing Engineer $110.00 per hour Technician - 6 trips 15 $52.50 per hour $787.50 Cylinder Compressive Strength (ASTM C -39) - 3 cylinders per set /100 cy or fraction thereof 21 $17.50 per cylinder $367.50 Vehicle Mileage - 7 Total Trips 266 $0.75 per mile $199.50 $2,081.50 Testing Services for Modular Block Retaining Wall Retaining Wall Construction Engineer $110.00 per hour Technician - 2 trips 4 $52.50 per hour $210.00 Density Test of Soil 10 $16.00 per test $160.00 Modified Dynamic Cone Penetrometer (MnDOT) $15.00 per test Moisture Content Determination of Soils (ASTM D2216) $25.00 per test Standard Proctor (ASTM D -698) 1 $110.00 per test $110.00 Sieve Analysis: 1 -1/2" to #200 & wash (ASTM C -136, C -117) 1 $110.00 per test $110.00 Vehicle Mileage - 2 Total Trips 76 $0.75 per mile $57.00 $647.00 Services for Construction Meetings and Project Management Engineering Assistant 2 $75.00 per hour $150.00 Engineer /Project Manager 2 $110.00 per hour $220.00 Principal Engineer $175.00 perhour Senior Engineer $135.00 per hour Clerical Support Staff 2 $50.00 per hour $100.00 $470.00 Summary of Services Testing Services for Utility Construction $559.00 Special Inspection and Testing Services for Concrete Construction $2,081.50 Testing Services for Modular Block Retaining Wall $647.00 Services for Construction Meetings and Project Management $470.00 ESTIMATED PROJECT FEES $3,757.50 Table 2 - Estimate of Services Van Buren to Central 42nd to 43rd - 2015 Concrete Alley Construction - City Project 1402 City of Columbia Heights, Minnesota Estimated Units Unit Cost Estimated Fee Testing Services for Utility Construction Testing Services Engineer $110.00 per hour Technician - 2 trips 4 $52.50 per hour $210.00 Density Test of Soil 4 $16.00 per test $64.00 Modified Dynamic Cone Penetrometer (MnDOT) 2 $15.00 per test $30.00 Moisture Content Determination of Soils (ASTM D2216) 2 $25.00 per test $50.00 Standard Proctor (ASTM D -698) 1 $110.00 per test $110.00 Sieve Analysis: 1 -1/2" to #200 & wash (ASTM C -136, C -117) 1 $100.00 per test $100.00 Vehicle Mileage - 2 Total Trips 76 $0.75 per mile $57.00 $621.00 Special Inspection and Testing Services for Concrete Construction Aggregate Base Testing Engineer $110.00 per hour Technician - 1 trip 2 $52.50 per hour $105.00 Density Test of Soil 1 $16.00 per test $16.00 Modified Dynamic Cone Penetrometer (MnDOT) 1 $15.00 per test $15.00 Moisture Content Determination of Soils (ASTM D2216) 1 $25.00 per test $25.00 Standard Proctor (ASTM D -698) 1 $110.00 per test $110.00 Sieve Analysis: 1 -1/2" to #200 & wash (ASTM C -136, C -117) 4 $100.00 per test $400.00 Concrete Testing Engineer $110.00 per hour Technician - 5 trips 13 $52.50 per hour $682.50 Cylinder Compressive Strength (ASTM C -39) - 3 cylinders per set /100 cy or fraction thereof 15 $17.50 per cylinder $262.50 Vehicle Mileage - 6 Total Trips 228 $0.75 per mile $171.00 $1,887.00 Services for Construction Meetings and Project Management Engineering Assistant 2 $75.00 per hour $150.00 Engineer /Project Manager 2 $110.00 per hour $220.00 Principal Engineer $175.00 per hour Senior Engineer $135.00 per hour Clerical Support Staff 2 $50.00 per hour $100.00 $470.00 Summary of Services Testing Services for Utility Construction $621.00 Special Inspection and Testing Services for Concrete Construction $1,887.00 Services for Construction Meetings and Project Management $470.00 ESTIMATED PROJECT FEES $2,978.00 Long Form Fee Calculations Confidential 4/10/2015 Table 3 - Estimate of Services Monroe to Quincy 42nd to 43rd - 2015 Concrete Alley Construction - City Project 1402 City of Columbia Heights, Minnesota Estimated Units Unit Cost Estimated Fee Testing Services for Utility Construction Testing Services 2 $75.00 per hour $150.00 Engineer /Project Manager Engineer per hour $110.00 per hour $175.00 Technician - 1 trip 2 $52.50 per hour $105.00 Density Test of Soil 2 $16.00 per test $32.00 Modified Dynamic Cone Penetrometer (MnDOT) $15.00 per test Summary of Services Moisture Content Determination of Soils (ASTM D2216) $25.00 per test Standard Proctor (ASTM D -698) 1 $110.00 per test $110.00 Sieve Analysis: 1 -1/2" to #200 & wash (ASTM C -136, C -117) 1 $100.00 per test $100.00 Vehicle Mileage - 1 Total Trip 38 $0.75 per mile $28.50 $375.50 Testing Services for Pavement Construction Aggregate Base Testing Engineer $110.00 per hour Technician - 1 trip 2 $52.50 per hour $105.00 Density Test of Soil 1 $16.00 per test $16.00 Modified Dynamic Cone Penetrometer (MnDOT) 1 $15.00 per test $15.00 Moisture Content Determination of Soils (ASTM D2216) 1 $25.00 per test $25.00 Standard Proctor (ASTM D -698) 1 $110.00 per test $110.00 Sieve Analysis: 1 -1/2" to #200 & wash (ASTM C -136, C -117) 1 $100.00 per test $100.00 Concrete Testing Engineer $110.00 per hour Technician - 6 trips 15 $52.50 per hour $787.50 Cylinder Compressive Strength (ASTM C -39) - 3 cylinders per set /100 cy or fraction thereof 18 $17.50 per cylinder $315.00 Vehicle Mileage - 7 Total Trips 266 $0.75 per mile $199.50 $1,673.00 Testing Services for Modular Block Retaining Wall Retaining Wall Construction Engineer $110.00 per hour Technician - 2 trips 4 $52.50 per hour $210.00 Density Test of Soil 10 $16.00 per test $160.00 Modified Dynamic Cone Penetrometer (MnDOT) $15.00 per test Moisture Content Determination of Soils (ASTM D2216) $25.00 per test Standard Proctor (ASTM D -698) 1 $110.00 per test $110.00 Sieve Analysis: 1-1/2" to #200 & wash (ASTM C -136, C -117) 1 $100.00 per test $100.00 Vehicle Mileage - 2 Total Trips 76 $0.75 per mile $57.00 $637.00 Services for Construction Meetings and Project Management Engineering Assistant 2 $75.00 per hour $150.00 Engineer /Project Manager 2 $110.00 per hour $220.00 Principal Engineer $175.00 per hour Senior Engineer $135.00 perhour Clerical Support Staff 2 $50.00 per hour $100.00 $470.00 Summary of Services Testing Services for Utility Construction $375.50 Testing Services for Pavement Construction $1,673.00 Testing Services for Modular Block Retaining Wall $637.00 Services for Construction Meetings and Project Management $470.00 ESTIMATED PROJECT FEES $3,155.50 Long Form Fee Calculations Confidential 4/10/2015 sl GENERAL TERMS & CONDITIONS 1.0 CONTRACT a. The foregoing Proposal and these General Terms and Conditions constitute the contract (hereinafter, "Contract ") between Northern Technologies, Inc., (hereinafter, "NTI ") and the party signing the Client Authorization (hereinafter, "Client ") b. If Client directs NTI to proceed with Services (as defined below) prior to execution of this Contract, or if Client allows NTI to continue with Services after having received this Contract, it is understood that each party is bound by the terms and conditions of this Contract whether or not Client has signed this Contract. 2.0 SERVICES a. NTI will provide Client with the services specified in the Proposal (hereinafter, "Services" or "Scope of Services ") in accordance with the Contract's terms. Services enumerated in writing in the Contract are considered Basic Services. Services not specifically enumerated in writing in the Contract are not included in the scope of NTI's Services and are not NTI's responsibility. b. Should the need arise for NTI to expand our services in response to conditions or events outside our control, NTI would, under Client's direction, submit a separate proposal providing such Additional Services. Additional Services are not included under Basic Services nor are theycovered bythe compensation for Basic Services. C. NTI will provide Services to Client as an independent contractor and not as the Client's employee, agent, partner, orjoint venturer. d. NTI shall have no responsibility for the discovery, presence, handling, removal or disposal of, or exposure of persons to, hazardous materials or toxic substances in any form at the project site. If, while performing the Services any hazardous substances or conditions are discovered or encountered that pose unanticipated risks or costs, it is agreed that the scope of Services, time schedule and the estimated Contract costs shall be reconsidered and that this Contract may, at NTI's option, be re- negotiated or terminated. If the Contract is so terminated, Client shall pay NTI for the Services performed up to the date of termination plus NTI's reasonable termination and demobilization costs and expenses. e. If NTI's performance of the Services is delayed by Client or by any other circumstance beyond NTI's direct and reasonable control, then the time for NTI's completion of the Services shall be automatically extended based upon the duration and impact of each such delay and NTI shall be entitled to additional compensation from Client 3.0 GENERAL RESPONSIBILITIES a. NTI shall not be responsible for the performance of any activity or obligation other than the Services specified in the Contract, and NTI's performance shall not be construed as relieving Client or any third party of their responsibilities. NTI shall have no responsibility for, or any liability pertaining to: (1) the superintending, supervising, or directing of the work of any independent contractor, agent or employee of Client or any third party; or (2) the results or consequences of work performed by any such independent contractor, agent or employee of Client or any third party; or (3) any claims or allegations of rights by any person or party other than Client relating to NTI's Services; or (4) for job site safety at the location which is the subject of this Contract (hereinafter, "Site "). b. NTI will be responsible for obtaining only those government permits, approvals and authorizations that are specified in the Scope of Services of the Contract. NTI is not responsible for project delays, damages or impacts due to the government's failure to issue said permits in a timely fashion. C. Unless otherwise expressly agreed by NTI and Client in writing NTI's performance of its Services is solely and exclusively for the benefit of the Client and no party other than Client shall be entitled to rely upon any documentation, representation, report, statement or service made or performed by NTI. 4.0 CLIENT RESPONSIBILITIES a. Client will make available to NTI all known information regarding existing and proposed requirements which affects the work, including but not limited to: specifications, contracts, recommendations, plans and change orders. b. Client will immediately transmit to NTI any new information that becomes available to Client or Client's contractors or subcontractors, so that recommended actions can be reviewed. C. Client will provide a representative to answer questions about the project when required by NTI upon 24 -hour notice. d. Client will not hold NTI liable for any incorrect advice, judgment, or decision based on any inaccurate information furnished by or on behalf of Client, and Client will indemnify NTI against liability arising out of or contributed to by such information. e. NTI shall be entitled to additional compensation for all extra work caused by or resulting from the failure of the information provided to accurately describe the Site conditions. f. With the exception of those specified as NTI's responsibility in the Scope of Services, Client shall timely obtain all necessary permits, governmental approvals and access agreements to allow NTI and its agents access to the Site and any buildings thereon. g. Client is responsible for notifying property owner(s) of the nature, scope and timing of NTI's work, along with any potential damage that may occur during the execution of said work. h. Client shall provide reasonable safe access to the proposed location of work including but not limited to slopes, distance from unities, removal of site obstructions, etc. 5.0 NTI RESPONSIBILITIES a. NTI will perform its Services consistent with the level of care and skill ordinarily exercised by members of the geotechnical and materials testing profession currently practicing under similar conditions (the "Standard of Care "). No warranty of any kind, expressed or implied, is made by NTI. b. NTI will be responsible for its data, interpretation and recommendations, but will not be responsible for interpretation by others. C. NTI will take reasonable precautions to prevent damage to property. However unless specifically included in the Scope of Services NTI will not be responsible for the repair or cost of repairs of property including but not limited to pavements, turf, walks, vegetation, utilities, irrigation, buildings or any other site improvements. 6.0 INSURANCE a. NTI will carry worker's compensation insurance and public liability, property damage, and errors and omissions insurance policies, which NTI considers adequate. In addition to any other limitations set forth in this Contract, it is agreed that in no event will NTI be responsible for loss, damage or liability beyond the limits and conditions of NTI's available insurance. NTI will not be responsible for any loss or liability arising from the negligence of Client or by other persons or entities employed by Client. 7.0 COMPENSATION a. NTI's Proposal specifies if the fee is a fixed fee or an estimate based on set rates. Unless specifically stated in the Proposal Client acknowledges that the fee estimate will not be construed to be a maximum or not to exceed amount. b. NTI will submit invoices to client monthly, and a final invoice upon completion of Services. Invoices will show charges based on current NTI Fee Schedule or other basis agreed upon in writing. A detailed separation of charges and backup data will be provided at Client's request. C. Client shall notify NTI immediately if there are any issues relating to the invoice format, amounts, name of responsible party or any other factors preventing payment of the invoice as submitted. d. Unless specifically stated in the Proposal, NTI's fees will not be subject to retainage. e. Unless specifically stated in the Proposal, payment of invoices for NTI Services shall not be contingent upon project financing or payments received by the Client from other parties. f. The Client will pay the balance stated on the invoices unless Client notifies NTI in writing of the particular item that is alleged to be incorrect within fifteen (15) days from the invoice date. NTI will strive to resolve Client's concerns in a timely manner as long as the balance of the invoice is paid within the terms of this Contract. In the event Client fails to bring a billing dispute to NTI's attention within the 15 -day period, Client waives the right to later dispute the invoice. g. Payment is due upon receipt of invoice and is considered past due thirty (30) days from invoice date. On past due accounts, Client will pay a late charge of 1.5(%) per month, or the maximum allowed by law. �1 h. 8.0 a. b. d. 9.0 a. b. 10.0 a. d. GENERAL TERMS & CONDITIONS In the event Client fails to pay NTI within sixty (60) days following invoice date, NTI may consider the default a total breach of this Contract and all duties of NTI under this Contract will be terminated. Partial payments received will first be applied to accrued late charges, then expenses and then to the principal balance. Client agrees that NTI may increase its billing rates /fees on each anniversary of this Contract. OWNERSHIP OF DOCUMENTS/ SAMPLES The Client acknowledges that the reports, data, plans, specifications, representations, correspondence and all other documents prepared by NTI as part of its Services under this Contract (collectively referred to as "Documentation ") are instruments of NTI's service to Client. Client agrees to save,defend, indemnify and hold NTI and its officers, directors, shareholders, employees and agents harmless from and against all claims, damages, losses and related expenses (including, without limitation, all reasonable attorney fees, disbursements, expert witness fees and all costs of court and litigation) in any manner arising from or pertaining to: (a) any re -use of the Documentation without the prior written authorization of NTI or, (b) claim(s) by any third party ( other than Client) to whom Client distributed or provided any of the Documentation, either directly, through an agent, or by requesting that NTI provide it to the third party, without the prior written authorization of NTI. Client agrees that all reports and other work furnished to the Client or his agents, which are not paid for, will be returned upon demand and will not be used by the Client for any purpose. NTI will retain all pertinent records concerning Services performed for a period of two (2) years after the report is sent; during that time the records will be made available to the Client during NTI's normal business hours. NTI will retain representative samples for 30 days after submission of NTI report. Upon request by Client, samples can be shipped, charges collect, to destination selected by Client; or NTI can store them for an agreed upon storage charge. DISPUTES All claims, disputes, and controversies arising out of or in relation to the performance, interpretation, application, or enforcement of this Contract, including, but not limited to, breach thereof, shall be referred for mediation under the then current Construction Industry Mediation Rules of the American Arbitration Association prior to any recourse to litigation. in the event of any litigation arising out of or relating to this Contract or the Services, the prevailing party shall be entitled to reasonable attorneys' and experts' fees, court costs and other costs of collection including NTI's labor costs in connection with the prosecution of any collection lawsuit. LIMITATION OF LIABILITY CLIENT understands that the Services provided by NTI involve the application of scientific and technical skill, judgment and discretion that is not an exact science and that NTI cannot and does not guaranty the results of its Services. Instead, NTI agrees to perform the Services according to the Standard of Care. NTI's liability to the Client and all contractors and subcontractors on the project, for damages due to professional negligence, negligence or breach of any other obligation to Client or others, will be limited to an amount not to exceed $20,000 or NTI's fee, whichever is less. Client will notify any contractor or subcontractor who performs work in connection with any work done by NTI of the limitations of liability for design defects, errors, omissions, or professional negligence, and to require as a condition precedent to their performing their work, a like indemnity and limitations of liability on their part as against NTI. In the event the Client fails to obtain a like limitation and indemnity, Client agrees to indemnify NTI for any liability to any third party. NTI shall have no liability for any failure to perform or delay in performance due to any circumstances beyond its reasonable control. Additionally, in no event shall NTI be liable or responsible to Client or any other person for any consequential, special, incidental, exemplary, or punitive damages, including but not limited to, governmental fines, penalties or liabilities, lost profits or other economic loss (whether arising from negligence, errors, omissions, breach of contract, breach of warranty, tort, strict liability or otherwise), resulting from any claimed defect or deficiency in the Services provided by NTI or any failure by NTI to provide Services. 11.0 TERMINATION a. This agreement may be terminated by either party upon seven (7) days written notice if there is substantial failure by the other party to perform. Termination will not be effective if substantial failure is remedied before expiration of the seven days. Upon termination other than for NTI's default, NTI will be paid for Services rendered plus reasonable termination expenses. b. If the Contract is terminated prior to completion of all reports contemplated by the agreement, or suspended for more than three (3) months, NTI may complete analysis and records as are necessary to complete its files and may complete a report on the Services performed. Termination or suspension expenses will include direct costs of completing analysis, records and report. 12.0 ASSIGNS a. Neither party may assign duties or interest in the Contract without the written consent of the other party. 13.0 MISCELLANEOUS a. If any provision or provisions of this Contract shall be held to be invalid, illegal, unenforceable or in conflict with the law of any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. b. This Contract is the entire agreement between NTI and Client and it supersedes all prior written or oral agreements with respect to the subject matter hereof. No amendment or assignment of the Contract shall be effective unless agreed to in a writing signed by authorized representatives of both parties. C. The provisions of this Contract relating to the limitation of liability and damages, warranties, indemnification, use of plans, specifications, reports and all other Documentation provided by NTI and those specifying choice of law, dispute resolution, notice, waiver, and severability shall survive termination of this Contract. d. The terms of this Contract and its enforcement and interpretation shall be governed by the laws of the state where the project is located. If any provision of this Contract is determined to be unlawful, invalid or unenforceable, that provision shall be severed from the Contract and shall not render this Contract, or any other of its other provisions, unlawful, invalid or unenforceable. 14.0 PRE -LIEN NOTICE a. By signing this Contract Client represents and warrants that it either owns fee title to, or has the legal right to direct NTI to perform Services in connection with, the site of the project and that there is presently nothing to prevent NTI from filing a lien against the site of the project. b. ANY PERSON OR COMPANY SUPPLYING LABOR OR MATERIALS FOR THIS IMPROVEMENT TO YOUR PROPERTY MAY FILE A LIEN AGAINST YOUR PROPERTY IF THAT PERSON OR COMPANY IS NOT PAID FOR THE CONTRIBUTIONS. c. UNDER MINNESOTA LAW, YOU HAVE THE RIGHT TO PAY PERSONS WHO SUPPLIED LABOR OR MATERIALS FOR THIS IMPROVEMENT DIRECTLY AND DEDUCT THIS AMOUNT FROM OUR CONTRACT PRICE, OR WITHHOLD THE AMOUNTS DUE THEM FROM US UNTIL 120 DAYS AFTER COMPLETION OF THE IMPROVEMENT UNLESS WE GIVE YOU A LIEN WAIVER SIGNED BY PERSONS WHO SUPPLIED ANY LABOR OR MATERIAL FOR THE IMPROVEMENT AND WHO GAVE YOU TIMELY NOTICE.