HomeMy WebLinkAbout2020-3039BRAUN INTERTEC
The Science You Build On.
August 28, 2020
Kevin Hansen, PE City of Columbia Heights 637 38th Ave NE Columbia Heights, MN 55421
Re: Proposal for a Geotechnical Evaluation
Braun lntertec Corporation 1826 Buerkle Road Saint Paul, MN 55110
Proposal QTB125798
Columbia Heights Public Library Cell Tower Project
3939 Central Ave NE
Columbia Heights, MN
Dear Mr. Hansen:
Phone: 651.487.3245 Fax: 651.487.1812 Web: braunintertec.com
Braun lntertec Corporation respectfully submits this proposal to complete a geotechnical evaluation for
the City's cell tower project at the Columbia Heights Public Library site.
Project Information
Per our discussion and the information provided by you, we understand the City plans to construct a cell
tower at the public library site located at 3939 Central Ave NE. To help in determining the types of soils
that will be encountered during construction, it is requested that we perform a total of five soil borings.
We understand information obtained from the borings will be used in the determination of the required
footing type and cell tower design.
Purpose
The purpose of our geotechnical evaluation will be to characterize subsurface geologic conditions at
selected boring locations.
Scope of Services
We propose the following tasks to help achieve the stated purpose. If we encounter unfavorable or
unforeseen conditions during the completion of our tasks that lead us to recommend an expanded scope
of services, we will contact you to discuss the conditions before resuming our services.
Site Access
Based on the map provided, it appears that the site is accessible to a truck drill rig. We assume there will be
no cause for delays in accessing the boring locations. We are not including tree clearing, debris or
obstruction removal or grading of navigable paths.
Depending on access requirements, ground conditions or potential utility conflicts, our field crew may
alter the boring locations from those proposed to facilitate accessibility.
A.\/EOI-:
Contract # 2020-3039
Staking
City of Columbia Heights
Proposal QTB125798
August 28, 2020
Page 2
We understand the City will stake prospective boring locations. We will obtain surface elevations and
coordinates at those locations using GPS (Global Positioning System) technology.
Utility Clearance
Prior to drilling, we will contact Gopher State One Call and arrange for notification of the appropriate
utility vendors to mark and clear the boring locations of public underground utilities. You, or your
authorized representative, 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.
As part of our work, we will have a private locate performed and have included the cost in our estimate.
Penetration Test Borings
We propose to drill a total of five power auger borings, extending four of the borings to a depth of 20
feet and one boring to a depth of 50 feet. We will perform standard penetration tests at 2 1/2-foot
vertical intervals to a depth of about 10 feet, and at 5-foot intervals at greater depths.
If the borings encounter groundwater during or immediately after drilling of each boring, we will record
the observed depth on the boring logs.
If the intended boring depths do not extend through unsuitable material, we will extend the borings at
least 5 feet into suitable material at greater depths. The additional information will help evaluate such
issues as excavation depth, consolidation settlement, and foundation alternatives, among others. If we
identify a need for deeper (or additional) borings, 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.
MDH Notification and Sealing Record
We are planning for one of the borings to be 25 feet or deeper. Therefore, the Minnesota Statutes requires
us to both (1) submit to the Minnesota Department of Health (MDH) by mail a "Sealing Notification Form",
and (2) submit a Sealing Record after our completion of the borings. The Sealing Notification Form requires a
signature of the current property owner, or their agent, and we need to submit this to the MDH prior to our
mobilization to the site. We are attaching a copy of the Sealing Notification Form at the end of this proposal
for your signature. Our proposal includes the fees for the MDH Sealing Notification and the Sealing Record.
Borehole Abandonment
We will backfill our boring locations immediately after completing the drilling at each location.
Minnesota Statutes require sealing temporary borings that are 15 feet deep or deeper. Based on our
proposed subsurface characterization depths, we will seal 130 linear feet with grout.
The attached Project Proposal shows the fees associated with the sealing.
Upon sealing boring locations, we will fill holes in pavements with a temporary patch.
BRAUN
INTERTEC
City of Columbia Heights
ProposalQTB125798
August 28, 2020
Page 3
Sealing boreholes with grout will prevent us from disposing of auger boring cuttings in the completed
boreholes. Unless you direct us otherwise, we intend to thin-spread the cuttings around the boreholes. If
we cannot thin-spread cuttings, we will put them in a container left on site. We can provide off-site
disposal of the cuttings for an additional fee.
Over time, subsidence of borehole backfill may occur, requiring releveling of surface grades or replacing
bituminous patches. We are not assuming responsibility for re-leveling or re-patching after we complete
our fieldwork.
Sample Review and Laboratory Testing
We will return recovered samples to our laboratory, where a geotechnical engineer will visually classify
and log them. To help classify the materials encountered and estimate the engineering properties
necessary to our analyses, we anticipate performing 6 moisture content tests, 4 mechanical analyses
(through a #200 sieve only), and 2 organic content tests. We will adjust the actual number and type of
tests based on the results of our borings.
Report
We will prepare a summary report including:
•A CAD sketch showing the boring locations.
•Logs of the Borings describing the materials encountered and presenting the results of our
groundwater measurements and laboratory tests.
•A fence diagram indicating the site's soil profile.
We will only submit an electronic copy of our report to you unless you request otherwise. At your
request, we can also send the report to additional project team members.
Schedule
We anticipate performing our work according to the following schedule.
•Drill rig mobilization -we are currently scheduled to drill on September 4, 2020
•Field exploration -one day on site to complete the work
•Classification and laboratory testing -within 1 to 2 weeks after completion of field
exploration
•Summary letter and Boring Logs -within 1 week of classification and laboratory testing.
If we cannot complete our proposed scope of services according to this schedule due to circumstances
beyond our control, we may need to revise this proposal prior to completing the remaining tasks.
BRAUN INTERTEC
Fees
City of Columbia Heights
ProposalQTB125798
August 28, 2020
Page4
We will furnish the services described in this proposal for an estimated fee of $5,376.50. We are
attaching a tabulation showing hourly and/or unit rates associated with our proposed scope of services.
Our work may extend over several invoicing periods. As such, we will submit partial progress invoices for
work we perform during each invoicing period.
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. Please sign and return a copy to us in its
entirety.
We based the proposed fee on the scope of services described and the assumptions that you will
authorize our services within 30 days and that others will not delay us beyond our proposed schedule.
BRAUN
INTERTEC
City of Columbia Heights
Proposal QTB125798
August 28, 2020
Page 5
We include the Braun lntertec 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 Amy Grothaus at 651.261.7122.
Sincerely,
BRAUN INTERTEC CORPORATION
Amy J. Grothaus, PE
Account Manager, Senior Engineer
Charles M. Cadenhead Jr, PE
Vice President, Principal Engineer
Attachments:
Tabular Cost Estimate
MDH Notification Form
General Conditions (1/1/18)
The proposal is accepted, and you are authorized to proceed.
Aut ize
Date
(please print or type)
BRAUN INTERTEC
BRAUN Project Proposal
INTERTEC QTB125798
The Science You Build On. Columbia Heights Library Cell Tower Project
Client: Work Site Address: Service Description:
City of Columbia Heights 3939 Central Ave NE Geotechnical Evaluation Kevin Hansen Columbia Heights, MN 637 38th Ave NE Columbia Heights, MN 55421 (763) 706-3600
Description Quantity Units Unit Price Extension
Phase 1 Geotechnical Evaluation
Activity 1.1 Utility Clearance -CADD $598.50
205 Utility clearance 2.00 Hour 90.00 $180.00
288 Project Assistant 0.50 Hour 102.00 $51.00
371 CADD/Graphics Operator 0.50 Hour 125.00 $62.50
5099 Trimble RB Rover (horizontal and vertical), per hour 2.00 Each 50.00 $100.00
1862 UTIL Trip Charge 1.00 Each 30.00 $30.00
SUB Private Utility Locate 1.00 Each 175.00 $175.00
Activity 1.2 Drilling Services $3,249.50
9000 Truck Mounted Drilling Services, per hour 10.00 Each 275.00 $2,750.00
9510 Overtime addition to two-person crews, per hour 0.50 Each 63.00 $31.50
1073 Sealing Records, each 1.00 Each 68.00 $68.00
9903 Sealing Record Reporting 1.00 Each 140.00 $140.00
9730 Grout with bentonite, materials per foot 130.00 Each 2.00 $260.00
Activity 1.3 Laboratory Testing $516.00
1166 Loss by Washing Through #200 Sieve, per sample 4.00 Each 68.00 $272.00
1174 Organic Content, per sample 2.00 Each 68.00 $136.00
1152 Moisture content, per sample 6.00 Each 18.00 $108.00
Activity 1.4 Reporting $1,012.50
138 Project Assistant 1.00 Hour 85.00 $85.00
371 CADD/Graphics Operator 0.50 Hour 125.00 $62.50
126 Project Engineer 4.00 Hour 155.00 $620.00
128 Senior Engineer 1.00 Hour 180.00 $180.00
125 Project Manager 0.50 Hour 130.00 $65.00
Phase 1 Total: $5,376.50
I Proposal Total: I $5,376.501
08/28/2020 08:24 AM Page 1 of 1
BRAUN INTERTEC
The Science You Build On.
August 28, 2020
Kevin Hansen, PE City of Columbia Heights 637 38th Ave NE Columbia Heights, MN 55421
Braun lntertec Corporation 1826 Buerkle Road Saint Paul, MN 55110
Proposal QTB125798
Re: Minnesota Department of Health Well Sealing Notification Form
Columbia Heights Public Library Cell Tower Project
3939 Central Ave NE
Columbia Heights, MN
Dear Mr. Hansen:
Phone: 651.487.3245 Fax: 651.487.1812 Web: braunintertec.com
Please have the property owner, representative or agent complete the "Well Owner" section only of
the Minnesota Department of Health (MOH} Well Sealing Notification form below and return it to
Braun lntertec along with the signed proposal. We will complete the remainder of the form and submit
it to the MOH.
NOTE: This form must be completed and returned to Braun lntertec prior to us scheduling the
mobilization of our equipment and crews to the project site.
WELL SEALING NOTIFICATION-WELL SEALING NOTIFICATION IS VALID FOR 18 MONTHS
Send notification form and payment (check, money order, or credit card Information) lo:
Minnosola Unique Well No, or W sorics No (I o;wo bl.1nk ii not known) Mlnneeole Well and Boring Soollno No.
Mlnneeola Departmcnl of Health, Well Managemenl Secllon, P.O. Box 64502, St. Paul, Mlnnasola 55164-0502.
ATTN: CASHIER Well Management Section Fax Number: (651) 201-4599.
[] Woll Scaling Nolillcalion (269) Check Clox II: [] Well is Mulliple Cased Check Well Type: f] Larger limn 8-inch Inside Oiamolor Card Number
I I Waler-Supply Well I l Moniloring Well 1· I Olhor __ .. Aulhorizud Signaluro -------Counly I Township Name Township No. WELL
I Cmd Typ" 1_] Visa [ I MnstP.rc:md
Print Cardholder Name -
I Range No. I Soollon No.
IH I
[ J Discover Exp. Dale ___
3-Digil Securily Code (Prin!od on llnck �udo ol c�rc1 )
IFrnclloh (sm. -lg.)
¼ '/,
----
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LOCATION Well Location Address Cily ISlnlD IZir>Codo I Est. Depth I Casing Oiameler
Wod Owm,r l�n"lil (Pilm)
WELL Woll Owner Streel llddross ICIiy OWNER Wall Owner Signature
WELL WoU Con1roo1or Company N:tnm (Prtnl) IC0rllllod Rep. Signature CONTRACTOR
1�ny11111u Tol!ljll10r10 Numboi
( )
]Stma !Zip Godo IDale
lonro I Company License No.
Failure to provide proper idenlification and fae prior to the beginning ol well saaling is a violation of Minnesota Sta!Ules, Chapter 1031. and may resull in the assessment of an administralive penally. Notilicalion is not required to seal a boring .
. \A/EOE
General Conditions
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.
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 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 fees earned and expenses incurred up to the
time of termination.
Section Z: Our Responsibilities
Z.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.
Z.Z 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.
Z.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 over time.
GC
Z.4 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.
Z.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.
Z.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.
Z.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.Z 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.
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. You ogree to
hold us harmless, defend, and indemnify us from claims, damages, losses, penalties and expenses
(including attorney fees) 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 furnished to us.
3.4 You will notify us of any knowledge or
suspicion of the presence of hazardous or
dangerous materials present on any work site or in
a sample provided to us. You agree to provide us
with information in your possession or control
relating to such materials or samples. 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 fees
earned and expenses incurred up to the time of
termination.
BRAUN INTERTEC
3.5 Neither this Agreement nor the providing of
Services will operate to make us an owner,
operator, generator, transporter, treater, storer,
or a disposal facility within the meaning of the
Resource Conservation Recovery Act, as amended,
or within the meaning of any other law governing
the handling, treatment, storage, or disposal of
hazardous substances. You agree to hold us
harmless, defend, and indemnify us from any
damages, claims, damages, penalties or losses
resulting from the storage, removal, hauling or disposal of such substances.
3.6 Monitoring wells are your property, and you
are responsible for their permitting, maintenance,
and abandonment unless expressly set forth
otherwise in this Agreement.
3.7 You agree to make all disclosures required by
law. In the event you do not own the project 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, defend, and indemnify us from claims, damages, penalties,
or losses and expenses, including attorney fees,
related to failures to make disclosures, disclosures mode 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. 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 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
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.
4.5 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.
Page 1 of 2
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
amount 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 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 a third party, we
may do so, but you agree to be responsible for our
compensation unless the third party is
creditworthy (in our sole opinion) and provides
written acceptance of all terms of this Agreement.
5.4 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 all costs and
expenses for collection of the moneys invoiced,
including but not limited to attorney fees and staff
time.
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 fees
earned 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)
GC
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 held liable to the other for punitive, indirect, incidental, or consequential
damages, or liability for 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 or omission that you 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 Far 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 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 this
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 Yau 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 not
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.
Revised 1/1/2018
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 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, ond 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 /egol/y responsible.
7.2 To the extent it may be 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
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 or 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 This Agreement may be terminated early
only in writing. You will compensate us for fees
earned for performance completed 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 of any term, condition, or
instruction, or failure to exercise any right or
privilege or its waiver of any breach.
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