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HomeMy WebLinkAbout2017-2821BRAUN RNITERTEC T ae Scierim You Build On. September 7, 2017 Kathy Young, PE City of Columbia Heights 637 38th Avenue NE Columbia Heights, MN 55421 Braun Intertec Corporation 11001 Hampshire Avenue s Minneapolis, MN 55438 Re: Proposal for Construction Materials Testing Services 40th Avenue Storm Sewer and Street Improvements S.A.P. 113 -020 -006, 002 - 602 -012 Columbia Heights, Minnesota Dear Ms. Young: Proposal QTBO64752 2017 -2821 Phone: 952.995.2000 Fax: 952.995.2020 Web: braunintertec.com Braun Intertec Corporation is pleased to submit this proposal to provide construction materials testing services for the 40th Avenue Storm Sewer and Street Improvements Project in Columbia Heights, Minnesota. We have completed the geotechnical evaluation for this project, so we have a unique understanding of the site and construction challenges. We can aid the construction team by applying this experience and transferring our knowledge developed during the design phase which will provide professional continuity to the construction. Our work on the project to date gives us familiarity with the project team and design development which allows us to understand some of the considerations used when developing the project's design. Since our inception in 1957, we have grown into one of the largest employee owned engineering firms in the nation. With around 1,000 employee owners, retaining our firm gives you access to a diverse range of services and professionals you can consult with if the unforeseen occurs. The size of our company also allows us to respond quickly when schedule constraints occur. Our office is located within fifteen miles of the site, minimizing travel times and trip expenses. This proximity also provides the opportunity to quickly mobilize to the site when unforeseen needs arise. Our Understanding of Project We understand this project will include the construction of pavement subgrade preparation, aggregate base placement, new concrete curb and gutter, sidewalk, and driveways along with a new bituminous pavement. Improvements to the sanitary, storm, and water main utilities will also be part of this project. Braun Intertec performed the geotechnical and environmental evaluations for the project. Our familiarity with the soil conditions on the project will be a good asset for the City of Columbia Heights. This project is a City of Columbia Heights project with state -aid funding. Projects that are constructed with state -aid funding are required to perform Quality Control and Quality Assurance (QC/QA) testing in accordance with the Minnesota Department of Transportation's (MnDOT's) 2016 Standard Specifications A,VF0E City of Columbia Heights Proposal QTB064752 September 7, 2017 Page 2 for construction along with MnDOT's Schedule of Materials Control. This project is using MnDOT's 2017 State Aid for Local Transportation (SALT) Schedule of Materials Control. Personnel with MnDOT certifications must complete the testing. Braun Intertec will perform the QA field testing on the project as listed in our scope of services and as shown on our attached cost estimate table. The contractor will be responsible for performing all of the required QC testing and submitting all the documentation upon completion of the project. An audit of the project could be conducted upon completion. The audit may include reviewing tests and paperwork provided by your QC /QA representative. Available Project Information This proposal was prepared using the following documents and information. ■ Project plans and specifications prepared by the City of Columbia Heights, dated August 1, 2017 and July 10, 2017 respectively. ■ A geotechnical report prepared by Braun Intertec, dated June 14, 2017. • Discussions with Kathy Young about scope of services. Braun Intertec Project Personnel For this project, we will provide technicians that are MnDOT certified in each specialized field. We have many MnDOT certified employees. For the proposed scope of services, our staff will have the following certifications: ■ Aggregate Production ■ Grading & Base I • Concrete Field I • Bituminous Street • MnDOT or ACI Strength Testing Accredited Laboratory In the 2017 SALT Schedule of Material Control, which is part of this project's testing requirements, MnDOT requires laboratories performing acceptance tests for payment to be accredited by the AASHTO Resource (formerly AASHTO Materials Reference Laboratory [AMRL]) for all test procedures performed. Braun Intertec is one of the few independent testing companies that is accredited in the metro area. With Braun Intertec's Metro Material Laboratory typically operating 24 hours a day, laboratory test results are delivered in a timely manner. Scope of Services Testing services will be performed on an on -call, as- needed basis as requested and scheduled by you or your on -site project personnel. Based on our understanding of the project, we propose the following services. BRAUN INTERTEC City of Columbia Heights Proposal QTB064752 September 7, 2017 Page 4 Soil Related Services ■ Perform nuclear gauge density tests on sub -grade and utility backfill materials. ■ Perform Dynamic Cone Penetrometer (DCP) tests on select granular borrow and aggregate base materials. ■ Perform companion moisture content tests at time of compaction with contractor's quality control personnel on backfill materials. ■ Perform gradation tests on granular bedding, select granular borrow and aggregate base materials. ■ Perform laboratory standard Proctor tests on backfill and fill materials. ■ Assist inspection staff on evaluating foundation soils for subgrade correction areas. Observe and evaluate the soils exposed in the bottoms of excavations to determine if the soils are similar to those encountered with the geotechnical evaluation and suitable for support of pavements. Our engineer can provide consultation for conditions that appear to differ from the geotechnical evaluation. ■ Prepare the preliminary and final grading and base report along with assembling the random sampling locations report for the aggregate base according to MnDOT Specifications. Concrete Field Testing Related Services ■ Sample and test the plastic concrete for slump, air content, temperature prior to placement. ■ Prepare 4 -inch by 8 -inch cylinders for compressive strength testing. ■ Laboratory compressive strength testing of cylinders. ■ Develop the Weekly Concrete Reports for the Project Engineer's review and their submittal to MnDors; Concrete Office. Bituminous Related Services ■ Collect one verification sample per mix per day of production. Perform quality assurance tests on these samples which include Rice specific gravity, asphalt content, extracted aggregate gradation, gyratory density, coarse aggregate angularity, and fine aggregate angularity. ■ Randomly determine and mark pavement core locations. ■ Observe the contractor coring and core testing in accordance with MnDOT's specifications, which include watching quality control personnel weigh the cores at their laboratory. ■ Collect companion cores and test for thickness and density of pavement cores. BRAUN NTERTEC City of Columbia Heights Proposal QTB064752 September 7, 2017 Page 5 Reporting and Project Management Test results will be issued weekly for the project as the various tasks are performed. If, at any time, there are failing tests which do not appear to be in accordance with the plans and specifications or MnDOT's Schedule of Materials Control, we will notify the engineer's representative and any others that we are directed to notify. Before the final project closeout, we will issue a final report. The report will include the following: • Braun Intertec technician roster for technicians that conducted testing on the project. • Completed MnDOT Materials Certification Exceptions Summary for items tested by Braun Intertec. • Completed Preliminary and Final Grading and Base Report. • Moisture, Density, DCP, Proctor and Gradation tests. • Concrete mix designs. • Weekly concrete reports. • Concrete compressive strength results. • Bituminous mix designs. • Bituminous verification test results. • Bituminous contractor's summary sheets. • Random core log location worksheets. • Completed density incentive /disincentive worksheets. • Copies of concrete and bituminous plant certifications. Basis of Scope of Work The costs associated with the proposed scope of services were estimated using the following assumptions. If the construction schedule is modified or the contractor completes the various phases of the project at different frequencies or durations than shown in this proposal, we may need to adjust the overail cost accordingly. The scope of work and number of trips required to perform these services are as shown in the attached table. Notable assumptions in developing our estimate include: B_ I NTERTEC City of Columbia Heights Proposal QTB064752 September 7, 2017 Page 6 ■ Compaction testing will be performed using the nuclear density method on subgrade preparation material; a minimum of two tests will be conducted each trip with one trip assumed. ■ Compaction testing will be performed using the nuclear density method on utility backfill and fill material; a minimum of two tests will be conducted each trip with two trips assumed. ■ We assume compaction testing on granular materials will be performed using the Dynamic Cone Penetration (DCP) method; a minimum of two tests will be conducted each trip with one trip assumed. ■ We assume compaction testing on aggregate base will be performed using the Dynamic Cone Penetration (DCP) method; a minimum of two tests will be conducted each trip with one trip assumed. • We assume seven sets of concrete tests will be required to complete the project. • Bituminous paving will be completed in three days forthis project. • We assume MnDOT Metro Inspections will perform concrete batch plant monitoring and testing for this project. • We assume MnDOT Metro Inspections will perform bituminous plant monitoring and testing for this project. • We assume the project engineer of record will review and approve the contractor's quality control submittals and test results. ■ You, or others you may designate, will provide us with current and approved plans and specifications for the project. Modification to these plans must also be sent to us so we can review their incorporation into the work. • We will require a minimum of 24 hours' notice for scheduling inspections for a specific time. Shorter than 24 hours' notice may impact our ability to perform the requested services, and the associated impacts will be the responsibility of others. If the work is completed at different rates than described above, this proposal should be revised. Cost and Invoicing We will furnish the services described herein for an estimated fee of $11,549.50. Our estimated costs are based on industry averages for construction production. Depending on the contractors performance, our costs may be significantly reduced or slightly higher than estimated. A tabulation showing our estimated hourly and /or unit rates associated with our proposed scope of services is also attached. BRAUIN INTERTEC City of Columbia Heights Proposal QTB064752 September 7, 2017 Page 7 Additional Services and Overtime It is difficult to estimate all of the services, and the quantity of each service, that will be required for any project. Our services are also directly controlled by the schedule and performance of others. For these reasons, our actual hourly or unit quantities and associated fees may vary from those reported herein. If the number of hours or units ultimately required exceed those assumed for purposes of this proposal, they will be invoiced at the hourly or unit rates shown in the attached tabulation. If services are ultimately required that have not been identified or described herein, they will be invoiced in accordance with our current Schedule of Charges. Prior to exceeding our estimated fees, we will update you regarding the progress of our work. This cost estimate was developed with the understanding that the scope of services defined herein will be required and requested during our normal work hours of 7:00 a.m. to 4:00 p.m., Monday through Friday. Services that we are asked to provide to meet the project requirements or the contractor's construction schedule outside our normal work hours will be invoiced using an overtime rate factor. The factor for services provided outside our normal work hours or on Saturday will be 1.25 times the normal hourly rate for the service provided. The factor for services provided on Sunday or legal holidays will be 1.5 times the normal hourly rate for the service provided. We have not included premiums for overtime; however, we recommend that allowances and contingencies be made for overtime charges. You will be billed only for services provided or, a time and material basis. General Remarks We will be happy to meet with you to discuss our proposed scope of services further and clarify the various scope components. We appreciate the opportunity to present this proposal to you. After reviewing this proposal, please sign and return one copy to our office as notification of acceptance and authorization to proceed. If anything in this proposal is not consistent with your requirements, please let us know immediately. Braun Intertec will not release any written reports until we have received a signed agreement. Also, ordering services from Braun Intertec constitutes acceptance of the terms of this proposal including the attached General Conditions. The proposed fee is based on the scope of services described and the assumption that our services will be authorized within 30 days and that others will not delay us beyond our proposed schedule BRAUN NTE RTEC City of Columbia Heights Proposal QTB064752 September 7, 2017 Page 8 We include 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 contact Chad Clemens at 612.270.6844 (cclemensftbraunintertec.com) or Andrew Valerius at 952.995.2242 (avalerius@braunintertec.com). Sincerely, BRAUN INTERTEC C RPORATION Chad T. Clemens, EIT Staff Engineer Andrew M. Valerius Principal — Senior Pro ect Manager Attachments: Cost Estimate Table General Conditions - CMT (7/18/16) The proposal is accepted. We will reimburse you in accordance with this agreement, and you are authorized to proceed: City of Columbia Heights Authorizer's Firm Authorizer's Slgnafure Walter Fehst Authorizer's Name (please print or type) City Manager Authorizer's Title Date BRAUN INTERTEC BRAUN Project Proposal 1 NTE RTEC QTB064752 Unit Price 40th Avenue (CSAH 2) - Columbia Heights The Science You Bad Ga. MnDOT Testing Client: Work Site Address: Service Description: City of Columbia Heights 40th Avenue Construction Materials Testing From Central Avenue to Reservoir Boulevard City Project No. 1706 Kathy Young 637 38th Ave NE Columbia Heights, MN S.A.P. 113 - 020 -006 Columbia Heights, MN 55421 S.A.P. 002 - 602 -012 763- 706 -360C Soil Testing 09/07/2017 12:57 PM r °y° . - ` Description Quantity Units Unit Price extension Phase 1 MnDOT Testing $3,192..50 Activity 1.1 Soil Testing 206 Excavation Observations 2.50 Hour 95.00 $237.50 Work Activity Detail Qty Units Hrs/Unk Extension Subgrade 1.00 Trips 2.50 2.50 Z07 Compaction Testing - Nuclear 7.50 Hour 76.00 $570.00 Work Activity Detail Qty Units Hrs/Unit Extension Utilities, Storm, Sanitary, Water Main. 2.00 Trips 2.50 5.00 Subgrade Preparation 1.00 Trips 2.50 2.50 217 Compaction Testing - DCP's 5.00 Hour 76.00 $380.00 Work Activity Detail Qty Units Hrs/Unit Extension Select Granular Borrow 1.00 Trips Z50 2.50 Aggregate Base 1, 00 Trips 2.50 2.50 1530 Asphalt Content (ASTM D 217216307). per sample 1.00 Each 150.00 $150.00 209 Sample pick -up 3.00 Hour 76.00 $228.00 1378 Standard Proctor Test(ASTM D 698) 3.00 Each 175.00 $525.00 Sieve analysis & 200 wash (ASTM C 136 & C 117) per sample 6.00 Each 129.00 $774.00 1162 1308 Nuclear moisture - density meter charge, per hour 8.00 Each 21.00 $168.00 18,61 CMT Trip Charge 8.00 Each 20.00 $160.00 $2,346.00 Activity 1.2 Concrete Testing 261 Concrete Testing 17.50 Hour 76.00 $1,330.00 Work Activity Detail Qty Units Hrs/Unit Extension Colored Walk 1.00 Trips 2.50 2.50 Sidewalks 2.00 Trips 2.50 5.06 Curb & Gutter 2.00 Trips 2.50 5.00 Driveway Aprons 1.00 Trips 2.50 2.50 Alley 1.00 Trips 2.50 2.50 Compressive strength of concrete cylinders (ASTM C 39), per 21.00 Each 28.00 $588.00 1364 specimen Work Activity Detail Qty units HrslUnit Extension Colored Walk 1.00 Set 3.00 3.00 Sidewalks 2.00 Set 3.00 6.00 Curb & Gutter 2.00 Set 100 6.00 Alley 1.06 Set 3.00 3.00 Driveway Aprons 1.00 Set 3.06 3.00 278 Concrete Cylinder Pick up 100 Hour 76.00 $228.00 Work Activity Detail Qty Units Hrs/Unit Extension Cylinder Pickup 3.00 Trips 1.00 3.00 1861 CMT Trip Charge 10.00 Each 20.00 $200.00 $3,913.00 Activity 1.3 Pavement Testing Asphalt Content (ASTM D 2172J6307), per sample 3.00 Each 150.00 $450.00 1530 Extracted aggregate gradation (ASTM D 5444), per sample 3.00, Each 100.00 $300.00 1532 -11 09/07/2017 12:57 PM r °y° . - ` B RAU N Project Proposal I NTE RTE C QTBO64752 The Science You BuiidOD- 40th Avenue (CSAH 2) - Columbia Heights 221 Bituminous Coring 8.00 Hour 95.00 $760.00 Work Activity Detail Qty Units Hrs/Unit Extension Mark & Observe Contractor Coring & Testing 2.00 Trips 4.00 8.00 1542 Thickness and density of pavement core (ASTM D 2726) 10.00 Each 50.00 $500.00 209 Sample pick -up 7.50 Hour 76.00 $570.00 Work Activity Dotall Qty Units Hrs✓Unit Extension Verification Split Sample With Contractor 3.00 Trips 2.50 7.50 1528 Rke specific gravity (ASTM D 2041), per sample 3.00 Each 80,00 $240.00 1705 Fine Aggregate Angularity (ASTM C1252), per sample 3.00 Each 76.00 $228.00 1568 Gyratory gravity (AASHTO T312), per sample 100 Each 175.00 $525.00 1688 Percent crushed (ASTM D5821), per sample 3.00 Each 80.00 $240.00 1861 CMT Trip Charge 5.00 Each 20.00 $100.00 Activity 1.4 Project Management $2,098.00 226 Project Manager 8.00 Hour 140.00 $1,120.00 1230 MnDOT Final Report 1.00 Each 500.00 $500.00 228 Senior Project Manager 2.00 Hour 155.00 $310.00 238 Project Assistant 2.00 Hour 84.00 $168.00 Phase 1 Total: $11,549.50 Proposal Total: $11,549.50 09/07/2017 12:57 PM Page 2 of 2 General Conditions Construction Material Testing and Special Inspections Section 1: Agreement 1.1 Our agreement with you consists of these General Conditions and the accompanying written proposal or authorization ( "Agreement"). This Agreement is the entire agreement between you and us. 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. 13 In the event you use a purchase order or other documentation to authorize our scope of work ( "Services "), any conflicting or additional terms are not part of this 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 terminate this Agreement without liability to you or others, and you will compensate us for costs and expenses incurred up to the time of termination. Section 2: Our Responsibilities 2.1 We will provide Services specifically described in this Agreement. You agree that we are not responsible for services that are not expressly included in this Agreement. 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. If during the one year period following completion of Services it is determined that the above standards have not been met and you have promptly notified us in writing of such failure, we will perform, at our cost, such corrective services as may be necessary, within the original scope in this Agreement, to remedy such deficiency. Remedies set forth in this section constitute your sole and exclusive recourse with respect to the performance or quality of Services. 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 vary over distance or change overtime. 2A Our duties do not include supervising or directing your representatives or contractors or commenting on, overseeing, or providing the means and methods of their services unless expressly set forth in this Agreement. We will not be responsible for the failure of your contractors, and the providing of 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, owner, project, or site health or safety. 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. 2.7 Unless a fixed fee is indicated, our price is an estimate of our project costs and expenses based on information available to us and 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 environmental, 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 Services. 3.2 You will provide access to the site. In the performance of Services 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 damage in the estimated charges. 33 If we notify you that radiographic or gamma ray equipment or other nuclear testing or measuring device will be used, you will be responsible for the cooperation of your employees and your contractors in observing all radiation safety standards. 3A You wUl notify us of any knowledge or suspicion of the presence of hazardous or dangerous materials present on any work site. If we observe or suspect the presence of contaminants not anticipated in this Agreement, we may terminate Services without liability to you or to others, and you will compensate us for costs and expenses incurred up to the time of termination. 3.5 The time our field personnel spend on the job site depends upon the scheduling of the work we are observing or testing. You agree that any changes in scheduling may result in additional BRAUN INTERTEC costs and agree to pay for those services ai the rates listed in our cost estimate. 3.6 You agree to include us as an indemnified party in your contracts, if any, for work by others on the project, protecting us to the same degree as you are protected. You agree to list us as an Additional Insured under your liability insurance policies and to require subrogation be waived against us and that we will be added as an Additional Insured on all policies of insurance, including any policies required of your contractors or subcontractors, covering any construction or development activities to be performed on the project site. Section 4: Reports and Records 4.1 Unless you request otherwise, we will provide our report(s) 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. We hereby grant you a license to use the reports and related information we provide only for the related project and 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, defend, and hold us harmless from claims, damages, losses, and expenses, including attorney fees, arising out of such a transfer or use. 4.3 If you do not pay for 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. 4.4 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 stated in this Agreement. If such payment references our Schedule of Charges, the Invoicing will be based upon the most current schedule. 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 upon receipt. You agree to pay Interest on unpaid balances beginning 3o days after invoice dates at the rate of 1.5% per month, or at the maximum rate allowed by law. 53 if you direct us to invoice a third party, we may do so, but you agree to be responsible for our compensation unless the third party is GC-CMT Page 1 of 2 creditworthy (in our sole opinion) and provides written acceptance of all terms of this Agreement. SA Your obligation to pay for Services under this Agreement is not contingent on your ability to obtain financing, governmental or regulatory agency approval, permits, final adjudication of any lawsuit, your successful completion of any project, receipt of payment from a third party, or any other event. No retainage will be withheld. 5.5 If you do not pay us in accordance with this Agreement, you agree to reimburse our costs and expenses for collection of the moneys invoiced, including but not limited to attorney fees, staff time, and other costs and expenses. 5.6 You agree to compensate us in accordance with our Schedule of Charges 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 changes, or if changed labor conditions result in increased costs, decreased efficiency, or delays, or If the standards or methods change, we will give you timely notice, the schedule will be extended for each day of delay, and we will be compensated for costs and expenses incurred in accordance with our Schedule of Charges. 5.8 If you fail to pay us in accordance with this Agreement, we may consider the default a total breach of this Agreement and, at our option, terminate our duties without liability to you or to others, and you will compensate us for costs and expenses incurred up to the time of termination, 5.9 In consideration of our providing insurance to cover claims made by you, you hereby waive any right to offset 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 Notwithstanding anything to the contrary in this Agreement neither party hereto shall be responsible or hell liable to the other for punitive, Indirect; incidental, or consequential damages, or Gabr7ity far loss of use, loss of business opportunity, loss of profit or revenue, loss of product or output, or business interruption. 6.3 You and we agree that any action In relation to an alleged breach of our standard of care or this Agreement shall be commenced within one year of the date of the breach or of the date of substantial completion of Services, whichever is earlier, without regard to the date the breach is discovered. Any action not brought within that one year time period shall be barred, without regard to any other limitations period set forth by law or statute. We will not be liable unless you have notified us within 30 days of the date of such breach 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 oromission thatyou contend constitutes a violation of the standard of care governing our professional services. Should you fail to meet the conditions above, you agree to fully release us from any liability for such allegation. 6.4 For you to obtain the benefit of a fee which Includes a reasonable allowance for risks, you agree that our aggregate Imbinty for all claims will not exceed the fee paid for Services or $50,000, whkhever is greater. If you are unwilling to accept this allocation of risky we will Increase our aggregate liability to $500,000 proWded that, within 10 days of the dote of this Agreement, you provide payment in an amount that will increase our fees by 1096, but not less than $500, to compensate us for the greater risk undertaken. This increased fee is not the purchase ofinsurance. 6,5 You agree to indemnify us from all liability to others in excess of the risk allocation stated herein and to insure this obligation. in addition, all Indemnities and limitations of liability set forth In this Agreement apply however the same may arise, whether in contract, tort, statute, equity or other theory of law, including, but no t limited to, the breach of any legal duty or the fault, negligence, or strict liability of either party. 6.6 This Agreement shall be governed, construed, and enforced in accordance with the laws of the state In which our servicing office is located, without regard to its conflict of laws rules. The laws of the state of our servicing office will govern all disputes, and all claims shall be heard in the state or federal courts for that state. Each of us waives trial by jury. 6.7 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 officers or employees. Section 7: General Indemnification 7.1 We will indemnfy 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 ore 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 71, you and we expressly waive, in favor of the other only, any immunity or exemption from liability that exists under any worker compensation law. 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 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 assignor transfer any interest, any claim, any cause of action, or any right against the other. Neither of us will assign or otherwise transferor 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 This Agreement may be terminated early only in writing. You will compensate us for costs and expenses incurred up to the time of termination. 8.5 If any provision of this Agreement is held Invalid or unenforceable, then such provision will be modified to reflect the parties' Intention. All remaining provisions of this Agreement shall remain In full force and effect. 8.6 No waiver of any right or privilege of either party will occur upon such party's failure to insist on performance ofanyterm, condition, or Instruction, or failure to exercise any right or privilege or Its waiver of any breach. GC -CMT Revised 7/18/2016 Page 2 of 2