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Item 3.5 Wellhouse No. 3 Water Treatment Accept Proposal and Authorize Special Inspection and Testing Services Request for City Council Action DEPARTMENT INFORMATION ORIGINATING DEPARTMENT REQUESTOR: MEETING DATE: Utilities Utility Manager Neidermeier July 27, 2026 PRESENTER(s) REVIEWED BY: ITEM #: Consent AE2S Engineer Hanson City Administrator/Finance Director Flaherty 3.5 – Wellhouse 3 WTP Special Inspections STRATEGIC VISION MEETS: THE CITY OF OTSEGO: Is a strong organization that is committed to leading the community through innovative communication. X Has proactively expanded infrastructure to responsibly provide core services. Is committed to delivery of quality emergency service responsive to community needs and expectations in a cost-effective manner. Is a social community with diverse housing, service options, and employment opportunities. Is a distinctive, connected community known for its beauty and natural surroundings. AGENDA ITEM DETAILS RECOMMENDATION: City Staff is recommending that the Council approve the Braun Intertec Corporation Proposal for Special Inspection and Testing Services for the Otsego Wellhouse No. 3 Water Treatment Plant project. ARE YOU SEEKING APPROVAL OF A CONTRACT? IS A PUBLIC HEARING REQUIRED? Yes No BACKGROUND/JUSTIFICATION: Proposals for special inspection services were solicited from Haugo Geotechnical Services and Braun Intertec Corporation (Braun). Braun was the only firm to submit a proposal. AE2S reviewed the proposed scope of services and determined it to be appropriate for the project needs. Braun has previously provided special inspection services for both the West Wastewater Treatment Facility and the Wellhouse No. 4 Treatment Improvements projects and is familiar with the City's facilities and construction standards. The proposed fee was reviewed by the Public Works Subcommittee on June 17, 2026, and was determined to be reasonable. The agreement has been reviewed by the City Attorney, and City staff finds the proposal acceptable and recommend approval. SUPPORTING DOCUMENTS ATTACHED: • Bid Tabulation • Proposal – Braun Intertec Corporation POSSIBLE MOTION PLEASE WORD MOTION AS YOU WOULD LIKE IT TO APPEAR IN THE MINUTES: Motion to accept the proposal from Braun Intertec for Special Inspection and Testing Services for the Otsego Wellhouse No. 3 Water Treatment Plant project in the amount of $63,668. BUDGET INFORMATION FUNDING: BUDGETED: Fund 601 – Drinking Water Utility Yes Otsego Wellhouse No. 3 Treatment Facility - Special Inspection and Testing Services City of Otsego Otsego, MN AE2S Project No. P05409-2023-008 Proposals Due: 3:00 PM CDT Date Tuesday, May 19, 2026 Contractor Lump Sum Price 1 Braun Intertec Corporation $63,668.00 Engineer's Estimate None Ryan Hanson, PE Advanced Engineering and Environmental Services, LLC Water Tower Place Business Center 6901 E Fish Lake Rd, Suite 184 Maple Grove, MN 55369 Tel: 763-763-5036 ProposalP July 20, 2026 Proposal 10012446_001 Adam Flaherty City of Otsego 13400 90th Street Northeast Otsego, MN 55330 Re: Revised Proposal for Special Inspection and Testing Services Otsego Wellhouse No. 3 7525 Kalland Avenue Northeast Otsego, Minnesota Dear Mr. Flaherty: Braun Intertec Corporation submits this revised proposal to provide special inspections and testing services for the Otsego Wellhouse No. 3 project in Otsego, Minnesota. Our Understanding of the Project We understand this project will include the construction of a new wellhouse facility including a buried backwash reclaim tank with structural slab, mezzanine, precast exterior walls, and masonry interior walls. The project will also include exterior sitework consisting of below grade utilities, sidewalk, curb and gutter, and new asphalt pavements. Available Information This proposal was prepared using the following documents and information. ▪ Project plans prepared by AE2S, dated April 7, 2026. ▪ Project specifications prepared by AE2S, dated April 22, 2026. ▪ Geotechnical Exploration Report prepared by Haugo Geotechnical Services, dated March 11, 2025. ▪ Email request from Ryan Hanson at AE2S. Scope of Services Services are performed under the direction of a licensed professional engineer, on a periodic basis, depending on the construction schedule and when they are requested by the general contractor. After reviewing available information, we understand our scope of services for the project will be limited to the tasks defined below. City of Otsego Otsego Wellhouse No. 3 Proposal 10012446_001 July 20, 2026 Braun Intertec Page 2 Soil Related Services ▪ Observe and evaluate the soils exposed in excavations to determine if the soils are similar to those encountered with the geotechnical evaluation and suitable for support of fill, foundations or pavements. Our engineer can provide consultation for conditions that appear to differ from the geotechnical evaluation. ▪ Perform laboratory mechanical analyses (gradations) of prospective fill materials. ▪ Perform laboratory Proctor tests to determine the maximum Proctor dry densities and optimum moisture contents of prospective fill materials. ▪ Observe the placement and compaction of fill. ▪ Test compacted fill placed below building footprints and oversizing areas, below slabs and/or pavements, adjacent to walls, and in utility trenches, to determine if the relative compaction was achieved. Concrete Related Services ▪ Observe concrete reinforcement placement. ▪ Observe the general placement of bolts and other embeds in the plastic concrete. ▪ Sample and test the plastic concrete for slump, air content, temperature and prepare test cylinders for laboratory compressive strength testing with ACI level 1 field technicians. We will perform concrete testing on structural items as required by the IBC. Though not required by the IBC we have included testing for the interior slab on grade, exterior sidewalks, curb and gutter, and pavement. ▪ Observe the concrete placement and test sample preparation. ▪ Perform laboratory compressive strength testing of the concrete samples. ▪ Observe the installation of post-installed anchors on a periodic basis. Structural Masonry Related Services ▪ Observe the structural masonry construction and grouting operation on a periodic basis. ▪ Observe the preparation of grout prism samples. ▪ Perform structural masonry grout and prism testing. Structural Steel and Precast Concrete Welding Related Services ▪ Observe and test the structural steel welded and bolted connections in the field. ▪ Observe and test the metal decking connections for orientation, sidelap fasteners, the hold down connections and the placement of shear studs. ▪ Observe and test the precast concrete welded or bolted connections. ▪ Observe and document the installation of the base plate anchor bolts. ▪ Observe the installation of post-installed anchors. City of Otsego Otsego Wellhouse No. 3 Proposal 10012446_001 July 20, 2026 Braun Intertec Page 3 Paving Related Services ▪ Observe test rolls of the pavement subgrade soils and/or aggregate base layer to determine if the materials tested are capable of supporting bituminous pavement. ▪ Perform extraction and extracted aggregate gradation tests on bituminous samples. Engineering Review and Reporting Services ▪ Provide engineering consulting services, review test results and observations reports, and prepare required Special Inspection Final Summary Report. ▪ Management, including scheduling of our field personnel and communication with the contractor, owner, building official, and design team. ▪ Transmit results to the project team on weekly basis to the contractor, owner, building official, fabricators and design team. Basis of Scope of Work The fees 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 overall fee 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: ▪ This project will begin in late summer of 2026 and will be substantially complete by about spring of 2028. ▪ Assumptions regarding the number of trips for special inspections and testing are outlined in the attached cost estimate table. As the contractor’s schedule becomes available and designs are finalized, please review this proposed scope of work to determine if the project’s needs and budget will be met. ▪ Concrete placements for the structure will be observed throughout the duration by our technician as required by the IBC and project documents. The inspection of the reinforcement associated with structural concrete will be performed immediately prior to testing of the concrete with no additional trips or time incurred. ▪ The masonry construction will require inspections to be completed every time grout is placed. Grout will be placed with high lift grout techniques. ▪ We assume the structural steel fabricator will be AISC certified and review of quality control manual or inspections of the fabrication shop are not required. If this assumption is not correct, please call us and we will provide a cost estimate for the fabrication shop inspections. ▪ No special site specific training or gear is required to complete our scope of services. City of Otsego Otsego Wellhouse No. 3 Proposal 10012446_001 July 20, 2026 Braun Intertec Page 4 ▪ Parking will be available on site for our vehicles. ▪ 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. Fees We will furnish the services described in this proposal on a time and materials basis for an estimated fee of $63,668. A tabulation showing hourly and unit rates associated with our proposed scope of services is attached. The actual fees for our services will be based on the actual units or hours expended to meet the requirements of the project documents. This estimate was developed with the understanding that the scope of services defined herein will be required and requested during our normal work hours of 6:00 a.m. to 5:00 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 business 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 listed hourly rate for the service provided. The factor for services provided on Sunday or legal holidays will be 1.5 times the listed hourly rate for the service provided. We have not included premiums for overtime in our cost estimate; however, we recommend that allowances and contingencies be made for overtime charges based on conversations with the contractor. You will be billed only for services provided on a time and materials basis. Because our services are directly controlled by the schedule and performance of others, the actual cost may vary from our estimate. It is difficult to project all of the services and the quantity of services that may be required for any project. If services are required that are not discussed above, we will provide them at the rates shown in the attached table or, if not shown, at our current Schedule of Charges. We will invoice you on a monthly basis. City of Otsego Otsego Wellhouse No. 3 Proposal 10012446_001 July 20, 2026 Braun Intertec Page 5 General Remarks We based the proposed fee on the scope of services described and the assumption that you will authorize our services within 30 days and that others will not delay us beyond our proposed schedule. If anything in this proposal is not consistent with your requirements, please let us know immediately. We include the Braun Intertec General Conditions, which provide additional terms and are a part of our agreement. To accept this proposal and authorize us to proceed, please sign and return it to us in its entirety. We appreciate the opportunity to present this proposal to you. We will be happy to meet with you to discuss our proposed scope of services further and clarify the various scope components. Braun Intertec will not release any written reports until we have received a signed agreement. Ordering services from Braun Intertec constitutes acceptance of the terms of this proposal. To have questions answered or schedule a time to meet and discuss our approach to this project further, please contact Jeff Casmer at 952.995.2314 (jcasmer@braunintertec.com) or Brad McCarter at 952.995.2268 (bmccarter@braunintertec.com). Sincerely, Braun Intertec Corporation Jeffrey D. Casmer, PE Senior Engineer Bradley J. McCarter, PE Director, Senior Engineer Attachments: Fee Estimate Table General Conditions for 10012446_001 c: Ryan Hanson, AE2S The proposal is accepted, and Braun Intertec is authorized to proceed. _____________________________________________ Authorizer’s Firm _____________________________________________ Authorizer’s Signature _____________________________________________ Authorizer’s Name (please print or type) _____________________________________________ Authorizer’s Title _____________________________________________ Date 1 Fee Estimate 10012446_001 Otsego Wellhouse No. 3 CMT Client: Work Site Address: City of Otsego Kurt Neidermeier 13400 90TH St NE Otsego, MN 55330-7259 7525 Kalland Ave NE Otsego, Minnesota 55301 Qty/Hours Rate Amount Task 1: Construction Materials Testing Subtask 1.1: Soils $10,624.00 Soil Observations 9.00 120.00 $1,080.00 Mat Foundation 1 Trip @ 3 Hr 3.00 Wall Foundations 2 Trips @ 3 Hr 6.00 Soil Compaction Testing - Nuclear 44.00 102.00 $4,488.00 Foundations/Wall Backfill 8 Trips @ 3 Hr 24.00 Utility Backfill 6 Trips @ 3 Hr 18.00 Generator Pad 1 Trip @ 2 Hr 2.00 Soil Sample pick-up 4.00 102.00 $408.00 Project Engineer 10.00 192.00 $1,920.00 Trip Charge 22.00 60.00 $1,320.00 Nuclear moisture-density meter charge, per hour 44.00 32.00 $1,408.00 Subtask 1.2: Concrete $29,796.00 Concrete Observations 73.00 120.00 $8,760.00 Mat Foundation 4 Trips @ 3 Hr 12.00 Foundations 4 Trips @ 1.5 Hr 6.00 Foundation Walls 4 Trips @ 1.5 Hr 6.00 Containment Tank Wall 2 Trips @ 1.5 Hr 3.00 Backwash Tank Walls 10 Trips @ 3 Hr 30.00 Backwash Tank Structural Slab 2 Trips @ 2.5 Hr 5.00 Backwash Tank Access Hatch Walls/Curb 2 Trips @ 2.5 Hr 5.00 Columns 2 Trips @ 1.5 Hr 3.00 Piers 1 Trip @ 1.5 Hr 1.50 Generator Pad 1 Trip @ 1.5 Hr 1.50 Concrete Testing 98.00 102.00 $9,996.00 Mat Foundation 3 Trips @ 3 Hr 9.00 Foundations 4 Trips @ 2.5 Hr 10.00 Foundation Walls 4 Trips @ 2.5 Hr 10.00 Containment Tank Wall 2 Trips @ 2.5 Hr 5.00 Backwash Tank Walls 10 Trips @ 2.5 Hr 25.00 Backwash Tank Structural Slab 2 Trips @ 2.5 Hr 5.00 Backwash Tank Access Hatch Walls/Curb 2 Trips @ 2.5 Hr 5.00 Columns 2 Trips @ 2.5 Hr 5.00 Piers 1 Trip @ 2.5 Hr 2.50 Generator Pad 1 Trip @ 2.5 Hr 2.50 Interior Slab-on-Grade 3 Trips @ 3 Hr 9.00 Sidewalk, Aprons, and Curb/Gutter 4 Trips @ 2.5 Hr 10.00 Concrete Cylinder Pick Up 30.00 102.00 $3,060.00 Additional Trips 15 Trips @ 2 Hr 30.00 Project Engineer 15.00 192.00 $2,880.00 Trip Charge 85.00 60.00 $5,100.00 Subtask 1.3: Masonry $3,516.00 2 Qty/Hours Rate Amount Masonry Observations 21.00 120.00 $2,520.00 CMU Walls 7 Trips @ 3 Hr 21.00 Project Engineer 3.00 192.00 $576.00 Trip Charge 7.00 60.00 $420.00 Subtask 1.4: Structural Steel $3,048.00 Special Inspector Steel 18.00 128.00 $2,304.00 Beams and Columns 2 Trips @ 3 Hr 6.00 Mezzanine Framing 1 Trip @ 3 Hr 3.00 Precast Walls and Planks 2 Trips @ 3 Hr 6.00 Roof Framing 1 Trip @ 3 Hr 3.00 Project Engineer 2.00 192.00 $384.00 Trip Charge 6.00 60.00 $360.00 Subtask 1.5: Pavement $1,940.00 Proofroll Observations 6.00 128.00 $768.00 Subgrade 1 Trip @ 3 Hr 3.00 Aggregate Base 1 Trip @ 3 Hr 3.00 Field Service Technician II - Pavement Sample pick-up 4.00 137.00 $548.00 Non-wear Bituminous Sample 1 Trip @ 2 Hr 2.00 Wear Bituminous Sample 1 Trip @ 2 Hr 2.00 Project Engineer 2.00 192.00 $384.00 Trip Charge 4.00 60.00 $240.00 Subtask 1.6: Laboratory Services $11,152.00 Soil Proctor MD Relationship (Standard) ASTM D698 each 4.00 216.00 $864.00 Concrete Compressive Strength Cylinders ASTM C39 each 200.00 42.00 $8,400.00 Mat Foundation 5 Sets @ 5 Qty 25.00 Foundations 4 Sets @ 5 Qty 20.00 Foundation Walls 4 Sets @ 5 Qty 20.00 Containment Tank Wall 2 Sets @ 5 Qty 10.00 Backwash Tank Walls 10 Sets @ 5 Qty 50.00 Backwash Tank Structural Slab 2 Sets @ 5 Qty 10.00 Backwash Tank Access Hatch Walls/Curb 2 Sets @ 5 Qty 10.00 Columns 2 Sets @ 5 Qty 10.00 Piers 1 Set @ 5 Qty 5.00 Generator Pad 1 Set @ 5 Qty 5.00 Interior Slab-on-Grade 3 Sets @ 5 Qty 15.00 Sidewalk, Aprons, and Curb/Gutter 4 Sets @ 5 Qty 20.00 Masonry Grout Compressive strength ASTM C 1019 each 3.00 84.00 $252.00 Masonry Hollow Prism Compressive strength ASTM C 1314 each 3.00 208.00 $624.00 Masonry Net area determination ASTM C140 each 3.00 72.00 $216.00 Aggregates Sieve Analysis ASTM C136 each 1.00 196.00 $196.00 Asphalt Extracted Aggregate Gradation ASTM D5444 each 2.00 124.00 $248.00 Asphalt Content ASTM D6307 each 2.00 176.00 $352.00 Subtask 1.7: Engineering Review and Reporting $3,592.00 Project Assistant 8.00 102.00 $816.00 Project Accountant 4.00 134.00 $536.00 Senior Engineer II 10.00 224.00 $2,240.00 Task 1 Total: $63,668.00 Project Total $63,668.00 Rev. 2026-07-20 Page 1 of 3 BRAUN INTERTEC GENERAL CONDITIONS for 10012446_001 SECTION 1: AGREEMENT 1.1 Agreement. This agreement consists of these General Conditions and the accompanying written proposal or authorization (“Agreement”). This Agreement is the entire agreement between Consultant and Client and supersedes all prior negotiations, representations or agreements, either written or oral. 1.2 Parties to the Agreement. The parties to this Agreement are the Braun Intertec entity (“Consultant”) and the client (“Client”) as described in the accompanying written proposal or authorization. Consultant and Client may be individually referred to as a Party or collectively as the Parties. SECTION 2: SCOPE OF SERVICES 2.1 Services. Consultant will provide services (“Services”) in connection with the project (“Project”) which are specifically described in this Agreement. Client understands and agrees that Consultant’s Services are limited to those which are expressly set forth in this Agreement. 2.2 Additional Services. Any Services not specifically set forth in the Agreement constitute “Additional Services.” Additional Services must be agreed upon in writing by the Parties prior to performance of the Additional Services and may entitle Consultant to additional compensation and schedule adjustments. Additional compensation will be based upon Consultant’s then current rates and fees. SECTION 3: PERFORMANCE OF SERVICES 3.1 Standard of Care. Consultant will perform its professional Services consistent with the degree of care and skill exercised by members of Consultant’s profession performing under similar circumstances at the same time and in the same locality in which the professional Services are performed. CONSULTANT DISCLAIMS ALL STATUTORY, ORAL, WRITTEN, EXPRESS, AND IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR PERFORMANCE OF SERVICES IN A GOOD AND WORKMANLIKE MANNER. 3.2 Written Reports and Findings. Unless otherwise agreed in writing, Consultant’s findings, opinions, and recommendations will be provided to Client in writing and may be delivered via electronic format. Client agrees not to rely on oral findings, opinions, or recommendations. 3.3 Observation or Sampling Locations. Locations of field observations or sampling described in Consultant’s report or shown on Consultant’s sketches reference Project plans or information provided by others or estimates made by Consultant’s personnel. Consultant will not survey, set, or check the accuracy of those points unless Consultant accepts that duty in writing. Client agrees that such dimensions, depths, or elevations are approximations unless specifically stated otherwise in the report. Client accepts the inherent risk that samples or observations may not be representative of items not sampled or seen and further that site conditions may vary over distance or change over time. 3.4 Project Site Information. Client will provide Consultant with prior environmental, geotechnical and other reports, specifications, plans, and information to which Client has access about the Project site and which are necessary for Consultant to carry out Consultant’s Services. Client agrees to provide Consultant with all plans, changes in plans, and new information as to Project site conditions until Consultant has completed its Services. 3.5 Subsurface Objects. To the extent required to carry out Consultant’s Services, Client agrees to provide Consultant, in a timely manner, with information that Client has regarding buried objects at the Project site. Consultant will not be responsible for locating buried objects or utilities at the Project site unless expressly set forth in this Agreement, or expressly required by applicable law. Client agrees to hold Consultant harmless, defend, and indemnify Consultant from claims, damages, losses, penalties and expenses (including attorney fees) involving buried objects or utilities that were not properly marked or identified or of which Client had or should have had knowledge but did not timely notify Consultant or correctly identify on the plans Client or others furnished to Consultant. Consultant, from time to time, may hire a third party to locate underground objects or utilities and, unless otherwise expressly stated in this Agreement, such action shall be for the sole benefit of Consultant and in no way will alleviate Client of its responsibilities hereunder. 3.6 Hazardous Materials. Client will notify Consultant of any knowledge or suspicion of the presence of hazardous or dangerous materials present on any Project site or in any sample or material provided to Consultant. Client agrees to provide Consultant with information in Client’s possession or control relating to such samples or materials. If Consultant observes or suspects the presence of contaminants not anticipated in this Agreement, Consultant may terminate Services without liability to Client or to others, and Client will compensate Consultant for fees earned and expenses incurred up to the time of termination. 3.7 Supervision of Others. Consultant shall have no obligation to supervise or direct Client’s representatives, contractors, or other third parties retained by Client. Consultant has no authority over or responsibility for the means, methods, techniques, sequences, or procedures of construction selected or used by Client, Client’s representatives, contractors, or other third parties retained by Client. 3.8 Safety. Consultant will provide a health and safety program for its employees as well as reasonable personal protective equipment (“PPE”) typical for the performance of the Services provided by this Agreement and as required by law. Consultant shall be entitled to compensation for all extraordinary PPE required by Client. Client will provide, at no cost to Consultant, appropriate Project site safety measures which are necessary for Consultant to perform its Services at the Project location or work areas in connection with the Project. Consultant’s employees are expressly authorized by Client to refuse to work under conditions that may, in an employee’s sole discretion, be unsafe. Consultant shall have no authority over or be responsible for the safety precautions and programs, or for security, at the Project site (except with respect to Consultant’s own Services and those of its subconsultants). 3.9 Project Site Access and Damage. Client will provide or ensure access to the site. In the performance of Services some Project site damage is normal even when due care is exercised. Consultant will use reasonable care to minimize damage to the Project site. Unless otherwise expressly stated in this Agreement, the cost of restoration for such damage has not been included in the estimated fees and will be the responsibility of the Client. 3.10 Monitoring Wells. To the extent applicable to the Services, monitoring wells are Client’s property, and Client is responsible for monitoring well permitting, maintenance, and abandonment unless otherwise expressly set forth in this Agreement. 3.11 Contaminant Disclosures Required by Law. Client agrees to make all disclosures related to the discovery or release of contaminants that are required by law. In the event Client does not own the Project site, Client acknowledges that it is Client’s duty to inform the owner of the Project site of the discovery or release of contaminants at the site. Client agrees to hold Consultant harmless, defend, and indemnify Consultant from claims, damages, penalties, or losses and expenses, including attorney fees, related to Client’s failure to make any disclosure required by law or for failing to make the necessary disclosure to the owner of the Project site. SECTION 4: SCHEDULE 4.1 Schedule. Consultant shall complete its obligations within a reasonable time and shall make decisions and carry out its responsibilities in a manner consistent with the Standard of Care. Specific periods of time for rendering Services or specific dates by which Services are to be completed are provided in this Agreement. If Consultant is delayed in the performance of the Services by actions, inactions, or neglect of Client or others for whom Client is responsible, by changes ordered in the Services, or by other causes beyond the control of Consultant, including force majeure events, then the time for Consultant’s performance of Services shall be extended and Consultant shall receive payment for all expenses attributable to the delay in accordance with Consultant’s then current rates and fees. 4.2 Scheduling On-Site Observations or Services. To the extent Consultant’s Services require observations, inspections, or testing be performed at the Project site, Client understands and agrees that Client, directly or indirectly through its authorized representative, has the sole right and responsibility to determine and communicate to Consultant the scheduling of observations, inspections, and testing performed by Consultant. Accordingly, Client also acknowledges that Consultant bears no responsibility for damages that may result because Consultant did not perform such observations, inspections, or testing that Client failed to request and schedule. Client understands that the scheduling of observations, inspections, or testing will dictate the time Consultant’s field personnel spend on the jobsite and agrees to pay for all services provided by Consultant due to Client’s scheduling demands in accordance with Consultant’s then current rates and fees. SECTION 5: COST AND PAYMENT OF SERVICES 5.1 Cost Estimates. Consultant’s price or fees provided for in this Agreement are an estimate and are not a fixed amount unless otherwise expressly stated in this Agreement. Consultant’s estimated fees are based upon Consultant’s experience, knowledge, and professional judgment as well as information available to Consultant at the time of this Agreement. Actual costs may vary and are not guaranteed or warrantied. 5.2 Payment. Consultant will invoice Client on a monthly basis for Services performed. Client will pay for Services as stated in this Agreement together with costs for Additional Services or costs otherwise agreed to in writing within thirty (30) days of the invoice date. Unless otherwise stated in this Agreement or agreed to in writing, Consultant’s costs for all services performed will be based upon Consultant’s then current rates, fees, and charges. No retainage shall be withheld by Client. All unpaid invoices will incur an interest charge of 1.5% per month or the maximum allowed by law. 5.3 Other Payment Conditions. Consultant will require Client credit approval and Consultant may require payment of a retainer fee. Client agrees to pay all applicable taxes. Client’s obligation to pay for Services under this Agreement is not contingent on Client’s ability to obtain financing, governmental or regulatory agency approval, permits, final adjudication of any lawsuit, Client’s successful completion of any project, receipt of payment from a third party, or any other event. 5.4 Third Party Payment. Provided Consultant has agreed in writing, Client may request Consultant to invoice and receive payment from a third party for Consultant’s Services. Consultant, in its sole discretion, may also require the third party to provide written acceptance of all terms of this Agreement. Neither payment to Consultant by a third party nor a third party’s written acceptance of all terms of this Agreement will alter Client’s rights and responsibilities under this Agreement. Client expressly agrees that Rev. 2026-07-20 Braun Intertec General Conditions Page 2 of 3 the Agreement contains sufficient consideration notwithstanding Consultant being paid by a third party. 5.5 Non-Payment. If Client does not pay for Services in full as agreed, Consultant may retain work not yet delivered to Client and Client agrees to return all Project Data (as defined in this Agreement) that may be in Client’s possession or under Client’s control. If Client fails to pay Consultant in accordance with this Agreement, such nonpayment shall be considered a default and breach of this Agreement for which Consultant may terminate for cause consistent with the terms of this Agreement and without liability to Client or to others. Client will compensate Consultant for fees earned and expenses incurred up to the time of termination. Client agrees to be liable to Consultant for all costs and expenses Consultant incurs in the collection of amounts invoiced but not paid, including but not limited to attorney fees and costs. SECTION 6: OWNERSHIP AND USE OF DATA 6.1 Ownership. All reports, notes, calculations, documents, and all other data prepared by Consultant in the performance of the Services (“Project Data”) are instruments of Consultant’s Services and are the property of Consultant. Consultant shall retain all common law, statutory and other reserved rights, including the copyright thereto, of Project Data. Consultant acknowledges that any Project Data provided to the Client is subject to the classifications and requirements of the Minnesota Government Data Practices Act, Minnesota Statutes, Chapter 13, and any other applicable law, rule, or regulation regarding the classification and disclosure of government data. 6.2 Use of Project Data. The Project Data of this Agreement is for the exclusive purpose disclosed by Client and, unless agreed to in writing, for the exclusive use of Client. Client may not use Project Data for a purpose for which the Project Data was not prepared without the express written consent of Consultant. Consultant will not be responsible for any claims, damages, or costs arising from the unauthorized use by the Client of any Project Data provided by Consultant under this Agreement. 6.3 Samples, Field Data, and Contaminated Equipment. Samples and field data remaining after tests are conducted, as well as field and laboratory equipment that cannot be adequately cleansed of contaminants, are and continue to be the property of Client. Samples may be discarded or returned to Client, at Consultant’s discretion, unless within fifteen (15) days of the report date Client gives Consultant written direction to store or transfer the samples and materials. Samples and materials will be stored at Client’s expense. 6.4 Data Provided by Client. Electronic data, reports, photographs, samples, and other materials provided by Client or others may be discarded or returned to Client, at Consultant’s discretion, unless within 15 days of the report date Client gives Consultant written direction to store or transfer the materials at Client’s expense. SECTION 7: INSURANCE 7.1 Insurance. Consultant shall keep and maintain the following insurance coverages: a. Workers’ Compensation: Statutory b. Employer’s Liability: $1,000,000 bodily injury, each accident | $1,000,000 bodily injury by disease, each employee | $1,000,000 bodily injury/disease, aggregate c. General Liability: $1,000,000 per occurrence | $2,000,000 aggregate d. Automobile Liability: $1,000,000 combined single limit (bodily injury and property damage) e. Excess Umbrella Liability: $5,000,000 per occurrence | $5,000,000 aggregate f. Professional Liability: $2,000,000 per claim | $2,000,000 aggregate 7.2 Waiver of Subrogation. Client and Consultant waive all claims and rights of subrogation for losses arising out of causes of loss covered by the respective insurance policies. 7.3 Certificate of Insurance. Consultant shall furnish Client with a certificate of insurance upon request. 7.4 Additional Insured. The Client, its officials, and employees are Additional Insured to Consultant's Commercial General Liability and Umbrella policies with respect to liabilities caused in whole or part by Consultant's acts or omissions, or the acts or omissions of those acting on Consultant's behalf, in the performance of the ongoing operations, services, and completed operations of Consultant under this Agreement. The coverage shall be primary and non-contributory. SECTION 8: INDEMNIFICATION, CONSEQUENTIAL DAMAGES, LIABILITY LIMITS 8.1 Indemnification. Consultant’s only indemnification obligation shall be to indemnify and hold harmless the Client, its officers, directors, and employees from and against those damages and costs incurred by Client or that Client is legally obligated to pay as a result of third party tort claims, including for the death or bodily injury to any person or for the destruction or damage to any property, but only to the extent proven to be directly caused by the negligent act, error, or omission of the Consultant or anyone for whom the Consultant is legally responsible. This indemnification provision is subject to the Limitation of Liability set forth in this Section 8. 8.2 Intellectual Property. Client agrees to indemnify Consultant 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 Client or others on behalf of Client. 8.3 Mutual Waiver of Consequential Damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREUNDER, NEITHER CONSULTANT NOR CLIENT SHALL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, PUNITIVE, INDIRECT, INCIDENTAL OR SPECIAL DAMAGES, OR LOSS OF USE OR RENTAL, LOSS OF PROFIT, LOSS OF BUSINESS OPPORTUNITY, LOSS OF PROFIT OR REVENUE OR COST OF FINANCING, OR OTHER SUCH SIMILAR AND RELATED DAMAGE ASSERTED IN THIRD PARTY CLAIMS, OR CLAIMS BY EITHER PARTY AGAINST THE OTHER. 8.4 Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY IN THE AGGREGATE OF CONSULTANT, CONSULTANT’S OFFICERS, DIRECTORS, PARTNERS, EMPLOYEES, AGENTS, AND SUBCONSULTANTS, TO CLIENT AND ANYONE CLAIMING BY, THROUGH OR UNDER CLIENT FOR ANY CLAIMS, LOSSES, COSTS, OR DAMAGES WHATSOEVER ARISING OUT OF, RESULTING FROM OR IN ANY WAY RELATED CONSULTANT’S PERFORMANCE OF THE SERVICES OR THIS AGREEMENT, FROM ANY CAUSE OR CAUSES, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, PROFESSIONAL ERRORS AND OMISSIONS, STRICT LIABILITY, BREACH OF CONTRACT, INDEMNIFICATION OBLIGATIONS OR BREACH OF WARRANTY, SHALL NOT EXCEED THE TOTAL COMPENSATION RECEIVED BY CONSULTANT OR $100,000, WHICHEVER IS GREATER. SECTION 9: MISCELLANEOUS PROVISIONS 9.1 Services Prior to Agreement. Directing Consultant to commence Services prior to execution of this Agreement constitutes Client’s acceptance of this unaltered Agreement in its entirety. 9.2 Confidentiality. Subject to the requirements of the Minnesota Government Data Practices Act, Minnesota Statutes, Chapter 13, and to the extent Consultant receives Client information identified as confidential, Consultant will not disclose that information to third parties without Client consent. Additionally, any Project Data prepared in performance of the Services will remain confidential and Consultant will not release the reports to any third parties not involved in the Project. Neither of the aforesaid confidentiality obligations shall apply to any information in the public domain, information lawfully acquired from others on a nonconfidential basis, or information that Consultant is required by law to disclose. 9.3 Relationship of the Parties. Consultant will perform Services under this Agreement as an independent contractor, and its employees will at all times be under its sole discretion and control. No provision in this Agreement shall be deemed or construed to create a joint venture, partnership, agency or other such association between the Parties. 9.4 Resource Conservation and Recovery Act. To the extent applicable to the Services, neither this Agreement nor the providing of Services will operate to make Consultant an owner, operator, generator, transporter, treater, storer, or a disposal facility within the meaning of the Resource Conservation and Recovery Act, as amended, or within the meaning of any other law governing the handling, treatment, storage, or disposal of hazardous substances. Client agrees to hold Consultant harmless, defend, and indemnify Consultant from any claims, damages, penalties or losses resulting from the storage, removal, hauling or disposal of such substances. 9.5 Services in Connection with Legal Proceedings. Client agrees to compensate Consultant in accordance with its then current fees, rates, or charges if Consultant is asked or required to respond to legal process arising out of a proceeding related to the Project and as to which Consultant is not a party. 9.6 Assignment. This Agreement may not be assigned by Consultant or Client without the prior written consent of the other Party, which consent shall not be unreasonably withheld. 9.7 Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended, or will be construed, to confer upon or give any person or entity other than Consultant and Client, and their respective permitted successors and assigns, any rights, remedies, or obligations under or by reason of this Agreement. 9.8 Termination. This Agreement may be terminated by either Party for cause upon seven (7) days written notice to the other Party. Should the other Party fail to cure and perform in accordance with the terms of this Agreement within such seven-day period, the Agreement may terminate at the sole discretion of the Party that provided the written notice. The Client may terminate this Agreement for its convenience. If Client terminates for its convenience, then Consultant shall be compensated in accordance with the terms hereof for Services performed, reimbursable costs and expenses incurred prior to the termination, and reasonable costs incurred as a result of the termination. 9.9 Force Majeure. Neither Party shall be liable for damages or deemed in default of this Agreement to the extent that any delay or failure in the performance of its obligations (other than the payment of money) results, without its fault or negligence, from any cause beyond its reasonable control, including but not limited to acts of God, acts of civil or military authority, embargoes, pandemics, epidemics, war, riots, insurrections, fires, explosions, earthquakes, floods, adverse weather conditions, strikes or lock-outs, declared states of emergency, and changes in laws, statutes, regulations, or ordinances. 9.10 Disputes, Choice of Law, Venue. In the event of a dispute and prior to exercising rights at law or under this Agreement, Consultant and Client agree to negotiate all disputes in good faith for a period of 30 days from the date of notice of such dispute. This Agreement will be governed by the laws and regulations of the state in which the Project is located and all disputes and claims shall be heard in the state or federal courts for that state. Client and Consultant each waive trial by jury. 9.11 Individual Liability. No officer or employee of Consultant, acting within the scope of employment, shall have individual liability for any acts or omissions, and Client agrees not to make a claim against any individual officers or employees of Consultant. 9.12 Severability. Should a court of law determine that any clause or section of this Agreement is invalid, all other clauses or sections shall remain in effect. 9.13 Waiver. The failure of either Party hereto to exercise or enforce any right under this Agreement shall not constitute a release or waiver of the subsequent exercise or enforcement of such right. Rev. 2026-07-20 Braun Intertec General Conditions Page 3 of 3 9.14 Entire Agreement. The terms and conditions set forth herein constitute the entire understanding of the Parties relating to the provision of Services by Consultant to Client. This Agreement may be amended only by a written instrument signed by both Parties. In the event Client issues a purchase order or other documentation to authorize Consultant’s Services, any conflicting or additional terms of such documentation are expressly excluded from this Agreement.