Loading...
HomeMy WebLinkAboutVIII-20 Authorize Professional Services Agreement for Construction Observation Support with WSB & Associates City Council Memorandum To: Mayor Fasbender & City Council Members From: Ryan Stempski – Public Works Director/City Engineer Date: April 13, 2022 Item: Authorize WSB & Associates, Inc. Professional Services Agreement for Construction Observation Support Council Action Requested: The Council is requested to authorize the attached Professional Services Agreement with WSB & Associates, Inc. for the purposes of providing construction observation support on Right-of-Way Permit and Development projects. Background Information: WSB & Associates, Inc. has provided a Professional Services Agreement for construction observation services on an as-needed basis at a rate of $106/hour for a variety of Right-of-Way and Development projects, such as Hiawatha Broadband Installation across the City, Heritage Ridge 3rd Addition, and Wallin 19th Addition. The agreement has been reviewed and approved by the City Attorney. Financial Impact: Right-of-Way Permit Fees/Escrows and Development Construction Inspection and Administration Escrows are collected to fund the construction observation and inspection fees for these services, therefore there is no impact on City Budget. Attachments:  WSB Professional Services Agreement VIII-20 Professional Services Agreement 08.01.16 Page 1 WSB & ASSOCIATES, INC. PROFESSIONAL SERVICES AGREEMENT This Professional Services Agreement (the “Agreement”) is made as of the 23rd day of March 2022, by and between City of Hastings with an address of 1225 Progress Drive, Hastings, Minnesota 55033 (“Client”), and WSB & Associates, Inc. dba WSB with offices located at 701 Xenia Avenue South, Suite 300, Minneapolis, Minnesota 55416 (“Consultant”). Client and Consultant, for the consideration enumerated herein, do hereby agree as follows: SECTION 1 / GENERAL CONTRACT TERMS AND CONDITIONS The General Contract Terms and Conditions shall be as set forth in Exhibit A. SECTION 2 / SCOPE OF WORK The scope of work to be performed by Consultant is set forth in Exhibit B. The work and services to be performed hereunder and described in Exhibit B shall be referred to herein and in the General Contract Provisions as the “Project”. SECTION 3 / COMPENSATION The amount, method and timing for payment to the Consultant shall be in accordance with Exhibit C. SECTION 4 / WORK SCHEDULE The preliminary schedule of the work, if required, is set forth in Exhibit B. SECTION 5 / CLIENT RESPONSIBILITIES The client responsibilities are set out in Exhibit F. SECTION 6 / SPECIAL CONDITIONS Special conditions, if any, are as set forth in Exhibit G. SECTION 7 / EXHIBITS The following Exhibits are attached hereto and made a part of this Agreement: X Exhibit A General Contract Provisions X Exhibit B Scope of Work X Exhibit C Compensation X Exhibit D Insurance Schedule Exhibit E Rate Schedule X Exhibit F Client Responsibilities Exhibit G Special Conditions All references to the “Agreement” in this Document and the Exhibits shall mean this Agreement and all of the Exhibits as one integrated Agreement. SECTION 8 / ACCEPTANCE OF AGREEMENT Upon written acceptance of this Agreement by Client, Consultant shall commence the work. The undersigned hereby accept the terms and conditions of this agreement and Consultant is hereby authorized to perform the services described herein. CLIENT: CITY OF HASTINGS CONSULTANT: WSB & ASSOCIATES, INC. dba WSB ADDRESS: 1225 PROGRESS DRIVE ADDRESS: 701 XENIA AVENUE SOUTH HASTINGS, MN 55033 SUITE 300 MINNEAPOLIS, MN 55416 BY: BY: NAME: NAME: TITLE: TITLE: VIII-20 Exhibit A – General Contract Provisions 11.01.16.MN Page 1 WSB & ASSOCIATES, INC. EXHIBIT A GENERAL CONTRACT PROVISIONS ARTICLE 1 – PERFORMANCE OF THE WORK Consultant shall perform the services under this Agreement in accordance with the care and skill ordinarily exercised by members of Consultant’s profession practicing under similar circumstances at the same time and in the same locality. Consultant makes no warranties, express or implied, under this Agreement or otherwise, in connection with its services. ARTICLE 2 – ADDITIONAL SERVICES If the Client requests that the Consultant perform any services which are beyond the scope as set forth in the Agreement, or if changed or unforeseen conditions require the Consultant to perform services outside of the original scope, then, Consultant shall promptly notify the Client of cause and nature of the additional services required. Upon notification, Consultant shall be entitled to an equitable adjustment in both compensation and time to perform. ARTICLE 3 – SCHEDULE Unless specific periods of time or dates for providing services are specified in a separate Exhibit, Consultant’s obligation to render services hereunder will be for a period which may reasonably be required for the completion of said services. The Client agrees that Consultant is not responsible for damages arising directly or indirectly from any delays for causes beyond Consultant’s control. For purposes of this Agreement, such causes include, but are not limited to, strikes or other labor disputes; severe weather disruptions, or other natural disasters or acts of God; fires, riots, war or other emergencies; any action or failure to act in a timely manner by any government agency; actions or failure to act by the Client or the Client’s contractor or consultants; or discovery of any hazardous substance or differing site conditions. If the delays outside of Consultant’s control increase the cost or the time required by Consultant to perform its services in accordance with professional skill and care, then Consultant shall be entitled to a reasonable adjustment in schedule and compensation. ARTICLE 4 – CONSTRUCTION OBSERVATION If requested by Client, Consultant shall visit the project during construction to become familiar with the progress and quality of the contractors’ work and to determine if the work is proceeding, in general, in accordance with plans, specifications or other contract documents prepared by Consultant for the Client. The Client has not retained the Consultant to make detailed inspections or to provide exhaustive or continuous project review and observation services. Consultant neither guarantees the performance of any Contractor retained by Client nor assumes responsibility for any Contractor’s failure to furnish and perform the work in accordance with the construction documents. Client acknowledges Consultant will not direct, supervise or control the work of contractors or their subcontractors, nor shall Consultant have authority over or responsibility for the contractors’ means, methods, or procedures of construction. Consultant’s services do not include review or evaluation of the Client’s, contractor’s or subcontractor’s safety measures, or job site safety. Job Site Safety shall be the sole responsibility of the contractor who is performing the work. For Client-observed projects, the Consultant shall be entitled to rely upon and accept representations of the Client’s observer. If the Client desires more extensive project observation or full-time project representation, the Client shall request such services be provided by the Consultant as an Additional Service. Consultant and Client shall then enter into a Supplemental Agreement detailing the terms and conditions of the requested project observation. ARTICLE 5 – OPINIONS OF PROBABLE COST Opinions, if any, of probable cost, construction cost, financial evaluations, feasibility studies, economic analyses of alternate solutions and utilitarian considerations of operations and maintenance costs, collectively referred to as “Cost Estimates,” provided for are made or to be made on the basis of the Consultant's experience and qualifications and represent the Consultant's best judgment as an experienced and qualified professional design firm. The parties acknowledge, however, that the VIII-20 Exhibit A – General Contract Provisions 11.01.16.MN Page 2 Consultant does not have control over the cost of labor, material, equipment or services furnished by others or over market conditions or contractor's methods of determining their prices, and any evaluation of any facility to be constructed or acquired, or work to be performed must, of necessity, be viewed as simply preliminary. Accordingly, the Consultant and Client agree that the proposals, bids or actual costs may vary from opinions, evaluations or studies submitted by the Consultant and that Consultant assumes no responsibility for the accuracy of opinions of Cost Estimates and Client expressly waives any claims related to the accuracy of opinions of Cost Estimates. If Client wishes greater assurance as to Cost Estimates, Client shall employ an independent cost estimator as part of its Project responsibilities. ARTICLE 6 – REUSE AND DISPOSITION OF INSTRUMENTS OF SERVICE All documents, including reports, drawings, calculations, specifications, CADD materials, computers software or hardware or other work product prepared by Consultant pursuant to this Agreement are Consultant’s Instruments of Service and Consultant retains all ownership interests in Instruments of Service, including copyrights. The Instruments of Service are not intended or represented to be suitable for reuse by the Client or others on extensions of the Project or on any other project. Copies of documents that may be relied upon by Client are limited to the printed copies (also known as hard copies) that are signed or sealed by Consultant. Files in electronic format furnished to Client are only for convenience of Client. Any conclusion or information obtained or derived from such electronic files will be at the user’s sole risk. Consultant makes no representations as to long term compatibility, usability or readability of electronic files. If requested, at the time of completion or termination of the work, the Consultant may make available to the Client the Instruments of Service upon (i) payment of amounts due and owing for work performed and expenses incurred to the date and time of termination, and (ii) fulfillment of the Client’s obligations under this Agreement. Any use or re-use of such Instruments of Service by the Client or others without written consent, verification or adaptation by the Consultant except for the specific purpose intended will be at the Client’s risk and full legal responsibility and Client expressly releases all claims against Consultant arising from re-use of the Instruments of Service without Consultant’s written consent, verification or adaptation. The Client will, to the fullest extent permitted by law, indemnify and hold the Consultant harmless from any claim, liability or cost (including reasonable attorneys' fees, and defense costs) arising or allegedly arising out of any unauthorized reuse or modification of these Instruments of Service by the Client or any person or entity that acquires or obtains the reports, plans and specifications from or through the Client without the written authorization of the Consultant. Under no circumstances shall transfer of Instruments of Service be deemed a sale by Consultant, and Consultant makes no warranties, either expressed or implied, of merchantability and fitness for any particular purpose. Consultant shall be entitled to compensation for any consent, verification or adaption of the Instruments of Service for extensions of the Project or any other project. ARTICLE 7 – PAYMENTS Payment to Consultant shall be on a lump sum or hourly basis as set out in the Agreement. Consultant is entitled to payment of amounts due plus reimbursable expenses. Client will pay the balance stated on the invoice unless Client notifies Consultant in writing of any disputed items within fifteen (15) days from the date of invoice. In the event of any dispute, Client will pay all undisputed amounts in the ordinary course, and the Parties will endeavor to resolve all disputed items. All accounts unpaid after thirty (30) days from the date of original invoice shall be subject to a service charge of 1-1/2% per month, or the maximum amount authorized by law, whichever is less. Consultant reserves the right to retain instruments of service until all invoices are paid in full. Consultant will not be liable for any claims of loss, delay, or damage by Client for reason of withholding services or instruments of service until all invoices are paid in full. Consultant shall be entitled to recover all reasonable costs and disbursements, including reasonable attorney fees, incurred in connection with collecting amounts owed by Client. In addition, Consultant may, after giving seven (7) days’ written notice to Client, suspend services under this Agreement until it receives full payment for all amounts then due for services, expenses and charges. Payment methods, expenses and rates may be more fully described in Exhibit C and Exhibit E. VIII-20 Exhibit A – General Contract Provisions 11.01.16.MN Page 3 ARTICLE 8 – SUBMITTALS AND PAY APPLICATIONS If the Scope of Work includes the Consultant reviewing and certifying the amounts due the Contractor, the Consultant’s certification for payment shall constitute a representation to the Client, that to the best of the Consultant’s knowledge, information and belief, the Work has progressed to the point indicated and that the quality of the Work is in general accordance with the Documents issued by the Consultant. The issuance of a Certificate for Payment shall not be a representation that the Consultant has (1) made exhaustive or continuous on-site inspections to check the quality or quantity of the Work, (2) reviewed construction means, methods, techniques, sequences or procedures, (3) reviewed copies of requisitions received from Subcontractors and material suppliers and other data requested by the Client to substantiate the Contractor’s right to payment, or (4) ascertained how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. Contractor shall remain exclusively responsible for its Work. If the Scope of Work includes Consultant’s review and approval of submittals from the Contractor, such review shall be for the limited purpose of checking for conformance with the information given and the design concept. The review of submittals is not intended to determine the accuracy of all components, the accuracy of the quantities or dimensions, or the safety procedures, means or methods to be used in construction, and those responsibilities remain exclusively with the Client’s contractor. ARTICLE 9 – HAZARDOUS MATERIALS Notwithstanding the Scope of Services to be provided pursuant to this Agreement, it is understood and agreed that Consultant is not a user, handler, generator, operator, treater, arranger, storer, transporter, or disposer of hazardous or toxic substances, pollutants or contaminants as any of the foregoing items are defined by Federal, State and/or local law, rules or regulations, now existing or hereafter amended, and which may be found or identified on any Project which is undertaken by Consultant. The Client agrees to indemnify Consultant and its officers, subconsultant(s), employees and agents from and against any and all claims, losses, damages, liability and costs, including but not limited to costs of defense, arising out of or in any way connected with, the presence, discharge, release, or escape of hazardous or toxic substances, pollutants or contaminants of any kind, except that this clause shall not apply to such liability as may arise out of Consultant’s sole negligence in the performance of services under this Agreement arising from or relating to hazardous or toxic substances, pollutants, or contaminants specifically identified by the Client and included within Consultant’s services to be provided under this Agreement. ARTICLE 10 – INSURANCE Consultant has procured general and professional liability insurance. On request, Consultant will furnish client with a certificate of insurance detailing the precise nature and type of insurance, along with applicable policy limits. Additional Insurance requirements are listed in Exhibit D. ARTICLE 11 – TERMINATION OR SUSPENSION If Consultant’s services are delayed or suspended in whole or in part by Client, or if Consultant’s services are delayed by actions or inactions of others for more than sixty (60) days through no fault of Consultant, Consultant shall be entitled to either terminate its agreement upon seven (7) days written notice or, at its option, accept an equitable adjustment of rates and amounts of compensation provided for elsewhere in this Agreement to reflect reasonable costs incurred by Consultant in connection with, among other things, such delay or suspension and reactivation and the fact that the time for performance under this Agreement has been revised. This Agreement may be terminated by either party upon seven (7) days written notice should the other party fail substantially to perform in accordance with its terms through no fault of the party initiating the termination. In the event of termination Consultant shall be compensated for services performed prior to termination date, including charges for expenses and equipment costs then due and all termination expenses. This Agreement may be terminated by either party upon thirty (30) days’ written notice without cause. Consultant shall upon termination only be entitled to payment for the work performed up to the Date of termination. In the event of termination, copies of plans, reports, specifications, electronic drawing/data VIII-20 Exhibit A – General Contract Provisions 11.01.16.MN Page 4 files (CADD), field data, notes, and other documents whether written, printed or recorded on any medium whatsoever, finished or unfinished, prepared by the Consultant pursuant to this Agreement and pertaining to the work or to the Project, (hereinafter "Instruments of Service"), shall be made available to the Client upon payment of all amounts due as of the date of termination. All provisions of this Agreement allocating responsibility or liability between the Client and Consultant shall survive the completion of the services hereunder and/or the termination of this Agreement. ARTICLE 12 – INDEMNIFICATION The Consultant agrees to indemnify and hold the Client harmless from any damage, liability or cost to the extent caused by the Consultant’s negligence or willful misconduct. The Client agrees to indemnify and hold the Consultant harmless from any damage, liability or cost to the extent caused by the Client’s negligence or willful misconduct. ARTICLE 13 – WAIVER OF CONSEQUENTIAL DAMAGES The Consultant and Client waive claims against each other for consequential damages arising out of or relating to this contract. This mutual waiver includes damages incurred by the Client for rental expenses, for loss of use, loss of income, lost profit, project delays, financing, business and reputation and for loss of management or employee productivity or of the services of such persons; and (2) Damages incurred by the Consultant for principal office expenses including the compensation for personnel stationed there, for losses of financing, business and reputation and for loss of profit except anticipated profit arising directly from the Work. The Consultant and Client further agree to obtain a similar waiver from each of their contractors, subcontractors or suppliers. ARTICLE 14 – WAIVER OF CLAIMS FOR PERSONAL LIABILITY It is intended by the parties to this Agreement that Consultant’s services shall not subject Consultant’s employees, officers or directors to any personal legal exposure for the risks associated with this Agreement. Therefore, and notwithstanding anything to the contrary contained herein, the Client agrees that as the Client’s sole and exclusive remedy, any claim, demand or suit shall be directed and/or asserted only against Consultant, and not against any of Consultant’s individual employees, officers or directors. ARTICLE 15 – ASSIGNMENT Neither Party to this Agreement shall assign its interest in this agreement, any proceeds due under the Agreement nor any claims that may arise from services or payments due under the Agreement without the written consent of the other Party. Any assignment in violation of this provision shall be null and void. Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either the Consultant or Client. This Agreement is for the exclusive benefit of Consultant and Client and there are no other intended beneficiaries of this Agreement. ARTICLE 16 – CONFLICT RESOLUTION In an effort to resolve any conflicts that arise during the design or construction of the project or following the completion of the project, the Client and Consultant agree that all disputes between them arising out of or relating to this Agreement shall be submitted to nonbinding mediation as a precondition to any formal legal proceedings. ARTICLE 17 – CONFIDENTIALITY The Consultant agrees to keep confidential and not to disclose to any person or entity, other than the Consultant’s employees, subconsultants and the general contractor and subcontractors, if appropriate, any data and information furnished to the Consultant and marked CONFIDENTIAL by the Client. These provisions shall not apply to information in whatever form that comes into the public domain, nor shall it restrict the Consultant from giving notices required by law or complying with an order to provide information or data when such order is issued by a court, administrative agency or other authority with proper jurisdiction, or if it is reasonably necessary for the Consultant to complete services under the Agreement or defend itself from any suit or claim. VIII-20 Exhibit A – General Contract Provisions 11.01.16.MN Page 5 ARTICLE 18 – AVAILABLE INSURANCE PROCEEDS AND LIMITATION OF LIABILITY Consultant maintains professional liability insurance with a liability limit of not less than $2,000,000 per claim. The Consultant’s total liability to Client shall not exceed the total available insurance policy limits per claim available to Consultant under its professional liability insurance policy. Client hereby agrees that to the fullest extent permitted by law, the Consultant’s total liability to Client for any and all injuries, claims, losses, expenses or damages whatsoever arising out of or in any way related to or arising from this Agreement from any cause or causes including, but not limited to, Consultant’s negligence, errors, omissions, strict liability, breach of contract or breach of warranty (Client’s Claims) shall not exceed the total policy limits available to Consultant under its professional liability insurance policy for settlement or satisfaction of Client’s Claims under the terms and conditions of the Consultant’s professional liability insurance policy applicable hereto. Notwithstanding the language above, Client agrees that with regard to any claim arising from or relating to Consultant’s provision of geotechnical engineering services, construction materials testing, special inspections, and/or environmental engineering services, including but not limited to environmental site assessments, that Consultant’s liability for any claims asserted by or through Client shall be limited to $50,000. Client and Consultant each further agree that neither will be responsible for any incidental, indirect, or consequential damages (including loss of use or loss of profits) sustained by the other, its successors or assigns. This mutual waiver shall apply even if the damages were foreseeable and regardless of the theory of recovery plead or asserted. ARTICLE 19 – CONTROLLING LAW This Agreement is to be governed by the laws of the State of Minnesota. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, including but not limited to claims for negligence or breach of warranty, that is not settled by nonbinding mediation shall be settled by the law of the State of Minnesota. ARTICLE 20 – LOCATION OF UNDERGROUND IMPROVEMENTS Where requested by Client, Consultant will perform customary research to assist Client in locating and identifying subterranean structures or utilities. However, Consultant may reasonably rely on information from the Client and information provided by local utilities related to structures or utilities and will not be liable for damages incurred where Consultant has complied with the standard of care and acted in reliance on that information. The Client agrees to waive all claims and causes of action against the Consultant for claims by Client or its contractors relating to the identification, removal, relocation, or restoration of utilities, or damages to underground improvements resulting from subsurface penetration locations established by the Consultant. VIII-20 Exhibit B – Scope of Services Page 1 WSB & ASSOCIATES, INC. EXHIBIT B SCOPE OF WORK CONSTRUCTION OBSERVATION SERVICES The Client intends to retain Consultant to provide construction observation services for the Client on an as-needed basis for a variety of projects for the Client during the summer of 2022. The Scope of Services are outlined below. ARTICLE B.1 –SCOPE OF SERVICES B.1.1 CONSTRUCTION OBSERVATION SERVICES. B.1.1.1 Completion of daily documentation, including daily diaries, of observations and inspections of contractor work. B.1.1.2 Measurement and tracking of material quantities to assist in the preparation of pay vouchers. B.1.1.3 Coordination of material testing at the defined frequencies and surveying with contractor activities to maintain the progress of work. B.1.1.4 Be on-site at all times while the contractor is completing work and provide detailed inspection of work for verification of compliance with project plans, specifications, and Client standards. B.1.1.5 Attend the pre-construction meeting, weekly meeting, and all other pre-activity meetings. B.1.1.6 Serve as an on-site representative of the Client to address any concerns or questions of adjacent property owners and residents, as well as coordinate access when needed. B.1.1.7 Observe material testing and sampling to ensure testing and sampling are completed following the proper procedures and compliant materials are incorporated into the work. B.1.1.8 Assist in the documentation for materials certification and other materials reports for adherence to funding requirements and project closeout. B.1.1.9 Provide frequent communication with the Client for regular reporting, project updates, and to inform them of any issues or concerns in the field. B.1.1.10 Quickly resolve issues at the field-level to maintain schedule and budget, when appropriate. B.1.1.11 Review contractor Best Management Practices (BMPs) and erosion control for adherence to the project’s Stormwater Pollution Prevention Plan (SWPPP) Permit. B.1.1.12 Prepare a general project punch list and a detailed final punch list upon substantial completion. B.1.1.13 Complete detailed field documentation of completed work to assist in the completion of project as-builts. B.1.1.14 Provide all final documentation necessary to the Client for project closeout and finalization VIII-20 Exhibit C - Compensation Page 1 WSB & ASSOCIATES, INC. EXHIBIT C COMPENSATION CONSTRUCTION OBSERVATION SERVICES The Client shall pay the Consultant for Basic Services rendered on an hourly basis as mutually agreed to and deemed fair and reasonable for the particular work to be performed on an as needed basis. The estimated fee will be determined at the start of the project. . The following represents the compensation terms: ARTICLE C.1 – PROJECT COMPENSATION Compensation for the scope of services as outlined in Exhibit B is $106/hour. The estimated fees will not be exceeded without Client authorization. ARTICLE C.2 – INDEPENDENT CONSULTANTS The cost of services performed by independent consultants or agencies for environmental evaluation, soil testing, laboratory services, or other services will be billed to the Client at the Consultant’s cost with no markup. ARTICLE C.3 – PAYMENT FOR REVISIONS OR OTHER WORK If the Client directs that revisions be made to the plans and specifications following approval of the plans and specifications by the Client or if the City Council directs Consultant to perform other work, the Consultant shall be compensated for the cost of such revisions at the hourly fee. The Consultant shall be given additional compensation when additions consist of enlargement or extension of the project. Additional compensation will be on the same basis as agreed to for the original plans and specifications. ARTICLE C.4 – RECEIPT OF PAYMENT In order to receive payment for services, the Consultant shall submit monthly invoices describing in detail the services performed in accordance with this contract. Separate statements shall be submitted for each project or a detailed breakdown shall be furnished showing the distribution of charges to each project. The Client shall pay Consultant upon receipt of each monthly invoice. For hourly and percentage of construction cost contracts, the personnel who worked on the project shall be included. ARTICLE C.5 – EXPENSES Consultant shall be reimbursed for reasonable expenses related to the scope of services of this contract and/or individual projects. The Consultant shall be reimbursed for the actual cost of the expenses, without markup. Typical expenses include, but are not limited to, the following:  Permit fees  Plan and specification reproduction fees  Costs related to the development of project photos The following shall not be considered reimbursable expenses:  Mileage  Mobile phone usage  Computer equipment time  Preparation and reproduction of common correspondence  Mailing VIII-20 Exhibit D – Insurance Schedule 202103 Page 1 WSB & ASSOCIATES, INC. EXHIBIT D INSURANCE SCHEDULE GENERAL LIABILITY Broker: Marsh & McLennan Agency, LLC Type of Insurance: Commercial General Liability Coverage: General Aggregate $4,000,000 Products-Comp/Ops Aggregate $2,000,000 Personal & Advertising Injury $2,000,000 Each Occurrence $2,000,000 Damage to Rented Premises $100,000 Medical Expenses (Any one person) $25,000 AUTOMOBILE LIABILITY Broker: Marsh & McLennan Agency, LLC Type of Insurance: Any Auto Coverage: Combined Single Limit $2,000,000 UMBRELLA Broker: Marsh & McLennan Agency, LLC Coverage: Each Occurrence/Aggregate $10,000,000 WORKER'S COMPENSATION AND EMPLOYERS' LIABILITY Broker: Marsh & McLennan Agency, LLC Coverage: Statutory Each Accident $ 1,000,000 Disease-Policy Limit $ 1,000,000 Disease-Each Employee $ 1,000,000 PROFESSIONAL LIABILITY Broker: H. Robert Anderson and Associates, Inc. Coverage: Each Claim $ 5,000,000 Annual Aggregate $ 10,000,000 Certificates of Insurance will be provided upon request. VIII-20 Exhibit F – Client Responsibilities 10.30.15 Page 1 WSB & ASSOCIATES, INC. EXHIBIT F CLIENT RESPONSIBILITIES The Client’s responsibilities related to the services to be provided by Consultant are generally as set out below. These responsibilities can be modified through Supplemental Agreements. In order to permit the Consultant to perform the services required under this Agreement, the Client shall, in proper time and sequence and where appropriate to the Project, at no expense to the Consultant: ARTICLE F.1 Provide available information as to its requirements for the Project, including copies of any design and construction standards and comprehensive plans which the Client desires Consultant to follow or incorporate into its work. ARTICLE F.2 Guarantee access to and make all provisions for the Consultant to enter upon public and private lands to enable the Consultant to perform its work under this Agreement. ARTICLE F.3 Provide such legal, accounting and insurance counseling services as may be required for this Project. ARTICLE F.4 Notify the Consultant whenever the Client observes or otherwise becomes aware of any defect in the Project construction or design. ARTICLE F.5 Designate a Client Representative with authority to transmit and receive instructions and information, interpret and define the Client’s policies with respect to services rendered by the Consultant, and authority to make decisions as required for Consultant to complete services required under this Agreement. ARTICLE F.6 Act promptly to approve all pay requests, Supplemental Agreements, or request for information by Consultant as set out below. ARTICLE F.7 Furnish data (and professional interpretations thereof) prepared by or services performed by others, including where applicable, but not limited to, previous reports, core borings, sub-surface explorations, hydrographic and hydrogeologic surveys, laboratory tests and inspection of samples, materials and equipment; appropriate professional interpretations of the foregoing data; environmental assessment and impact statements; property, boundary, easement, right-of-way, topographic and utility surveys; property description; zoning, deed and other land use restrictions; and other special data. ARTICLE F.8 Require all Utilities with facilities in the Client’s Right of Way to Locate and mark said utilities upon request, Relocate and/or protect said utilities as determined necessary to accommodate work of the Project, submit a schedule of the necessary relocation/protection activities to the Client for review and comply with agreed upon schedule. ARTICLE F.9 Review all reports, sketches, drawings, specifications and other documents prepared and presented by the Consultant, obtain advice of legal, accounting and insurance counselors or others as Client deems necessary for such examinations and render in writing decisions pertaining thereto. VIII-20 Exhibit F – Client Responsibilities 10.30.15 Page 2 ARTICLE F.10 Where appropriate, endeavor to identify, remove and/or encapsulate asbestos products or materials or pollutants located in the project area prior to accomplishment by the Consultant of any work on the Project. ARTICLE F.11 Provide record drawings and specifications for all existing physical plants of facilities which are pertinent to the Project. ARTICLE F.12 Provide the foregoing in a manner sufficiently timely so as not to delay the performance by the Consultant of the services in accordance with the Contract Documents. ARTICLE F.13 Consultant shall be entitled to rely on the accuracy and completeness of information or services furnished by the Client or others employed by the Client. Consultant shall endeavor to verify the information provided and shall promptly notify the Client if the Consultant discovers that any information or services furnished by the Client is in error or is inadequate for its purpose. ARTICLE F.14 Client shall bear all costs incidental to compliance with the requirements of this article. VIII-20