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HomeMy Public PortalAboutr 23-193Yeoolufivu of #4e Poroug4 of Tart rl, N- �� #Z —193 Date of Adontio August 10, 2023 AUTHORIZING A PROFESSIONAL ENGINEERING SERVICES CONTRACT WITH FRENCH & PARRELLO ASSOCIATES, RE: DOROTHY STREET PUMP STATION DESIGN AND BID PHASE SERVICES WHEREAS, the Borough of Carteret is in treed of specialized engineering services in connection with the Dorothy Street Pump Station Design and Bid Phase Services; and WHEREAS, French & Parrello Associates, 1800 Route 34, Suite 101, Wall Township, New Jersey 07719, possesses the requisite experience and expertise to provide said services; and WHEREAS, French & Parrello Associates has submitted a proposal to provide said services at a total cost not to exceed $97,500.00; and WHEREAS, the Mayor and the Council have reviewed said proposal; and WHEREAS, the Chief Financial Officer has certified that funds are or will be available for said purpose. Aect. # NOW, THEREFORE, BE IT RESOLVED by the Mayor and the Council of the Borough of Carteret, County of Middlesex, State of New Jersey, as follows: 1. The proposal from French & Parrello Associates for engineering services related to the Dorothy Street Pump Station Design and Bid Phase Services, Tasks 1, 2, and 3 at a total cost not to exceed $97,500.00 is hereby approved. 2. This action is approved as an award of a professional services contract pursuant to N.J.S.A 40A:11-5(1)(a) in accordance with the Borough's Fair and Open Process as authorized by law. 3. A copy of this Resolution be forwarded to the Borough's Purchasing Department, the Borough Director of Engineering and French & Parrello Associates. Adopted this IOni day of August, 2623 and certified as a true copy of the original on August 11, 2023. CARMELA POGORZELSKI, RMC Municipal Clerk RECORD OF COUNCIL VOTE COUNCILMAN I ITS INO I W A.B. COUNCILMAN i YES NO NV A.➢. BELLINO X JOIIAI, X DIAZ X KRUM X DIMASCIO t— NAPLES X X- Indicate Vote A➢- Absent NV -Not Voting XOR- Indicates Vote to Overrule Veto Adopted at a meeting of the Municipal Council i AugustAO, 2023 rIuruUiVdi AFFIDAVIT OF PUBLICATION The following is a true copy of an Ordinance or Resolution of the Borough of Carteret that has appeared in the Home News Tribune, a newspaper which is printed in Freehold, New Jersey and published in Neptune, in said County and State and of general circulation in said county. One 1 time(s), once in each issue as follows: August 17, 2023 Carmela Pogor els ' R C Municipal Clerk of New Jersey Sworn and pubscribed before me this day of F 1800 Route 34, Suite 101 Wall Township, New Jersey 07719 T: 732,312.9800 F: 732,312.9801 fpeengineers.com July 21, 2023 Mr, John P. DuPont, PE, PP, CME Director of Engineering Borough Of Carteret Memorial Municipal Building 61 Cooke Avenue Carteret, New Jersey 07008 RE: Proposal for Professional Engineering Services for Dorothy Street Pump Station Rehabilitation FPA No. 1614.005 Dear Mr. DuPont: The Borough of Carteret (Borough) is committed to maintaining the health, safety, wellbeing and improving the quality of life for its residents, business owners and visitors. The Borough's dedication to owning, operating, and maintaining its municipal infrastructure in a diligent and fiscally responsible manner is apparent. French & Parrello Associates (FPA) has established a reputation of technical excellence and responsiveness. Our long- lasting client relationships are built on the dedication of our professionals and supported by our technical expertise, wide range of services and commitment to client satisfaction. FPA is a leader in engineering design, regulatory permitting, bid phase services, and providing engineering services during construction. We are dedicated to bringing exceptional service and value to each project through focus, timely response, and innovative and cost-effective solutions. Project Understanding The Dorothy Street Sewage Pump Station is one of the Borough's six (6) sewage pump stations and it is located in West Carteret on west side of Dorothy Street just north of the intersection with Riverview Avenue on a parcel bordered to the west and north by Joseph Medwick Park which is adjacent to the Rahway River. The Borough has been experiencing problems and equipment failures at the pump station which was last upgraded in circa 2001, Most recently, the existing variable frequency drive (VFD) motor controller caught fire and is now out -of -service so the pump station is currently operating with a single pump and temporary emergency bypass pump system which is being rented by the Borough on a monthly basis until such time that permanent rehabilitation of the station can be completed. According to information received from the Borough, the pump station is equipped with two (2) 30- Horsepower sewage pumps and was originally rated to convey approximately 2.3 million gallons per day (MGD). It is our understanding that one pump dates back to the upgrades that the Borough completed in 2001, and the second pump was replaced more recently with a pump of unknown capacity. In addition to the process and mechanical deficiencies, there are other deficiencies at the pump station that include but are not limited to non-functioning ventilation systems, deficiencies with structural components, damaged or deteriorated doors and roofing, electrical and lighting problems, and other building and site repairs that are needed. ENGINEERING AND CONSULTING SINCE 1074 x We understand that the Borough would like to rehabilitate the pump station and repair or replace the non-functional mechanical, electrical, controls systems as well as repair site, structural and architectural deficiencies in the building. As such, the Borough has asked French & Parrello Associates to submit our proposal to for Professional Engineering Services necessary to evaluate the pump station, discuss and agree upon the recommended upgrades with the Borough, and then design the upgrades to the pump station to rehabilitate the pump station, to improve its efficiency and extend its useful life. Scope of Work for the Pump Station Rehabilitation Based upon our discussions with the Borough's Engineering and Sewer Department personnel and a limited site visit to the facility in late Spring 2023, we understand that the following items will be included in the scope of work for the pump station rehabilitation project: - Replacement of the two (2) raw sewage pumps, motors and VFDs - Evaluate and consider installing one (1) low -service / Jockey pump in the wet well and associated VFD - Replace the piping header, valves, and flow meter within the pump station dry well - Replace the Main Control Panel (MCP) inclusive of all pump controls Replace the main power supply to the pump station and all light fixtures - Evaluate the existing generator to determine if it should be replaced or retained, and replace the generator's existing automatic transfer switch (The Borough would like to keep the existing generator if possible) - Replace the HVAC system and controls within the building Replace the intake and exhaust fans in pump station dry well and wet well Architectural improvements to the building including entrance frame and doors, roofing system, and potentially other minor structural and architectural improvements identified during the evaluation phase Repair and/or modify the concrete top slab for the wet well as needed to accommodate the other upgrades Other minor site improvements to improve accessibility, safety and site security FPA proposes the following scope of Engineering services to help the Borough rehabilitate the Dorothy Street Pump Station: Scope of Professional Engineering Services Task 1: Evaluation & Preliminary Design Services FPA will obtain the record drawings from the 2001 pump station upgrade and review other historical records related to the pump station and supplement this Information with site visits and evaluation of the facility. We will utilize this information to prepare preliminary design plans and specifications. As outlined in our proposed scope of services, we anticipate the preparation of site, architectural, structural, mechanical, and electrical drawings, details and specifications. We anticipate that the construction plans will include: Dorothy Street Pump Station Rehabilitation July 21, 2023 FPA No. 1614.005 Page 2 Client's initials y ➢ Title Sheet, Location Map and Index ➢ Site Plan with Notes and Legend ➢ Demolition Plans, Notes and Details ➢ Process Equipment Plans, Sections, Details and Notes ➢ Electrical, Control & Instrumentation Plans, Single Line Diagrams, Schedules, Details and Notes ➢ Heating Ventilation and Air Conditioning (HVAC) / Mechanical Plans, Sections, Details and Notes ➢ Architectural Plans, Sections, Details and Notes ➢ Structural Plans, Sections, Details and Notes FPA will schedule an initial scoping and design clarification meeting once the base mapping and preliminary plans have been prepared at approximately 10%, After receiving initial feedback and scope of work confirmation from the Borough, FPA will proceed with preparing preliminary design documents and at approximately 60% completion, we will submit them to the Borough for review and schedule a second design review meeting to discuss the Borough's comments. After the 60% design review meeting, the Borough's comments will be addressed and FPA will progress with the Final Design & Contract Document preparation described under Task 2 below. Regarding permits, since this is an existing sewage pump station and we are simply rehabilitating the facility and performing minor site and maintenance upgrades, and since the Borough is not proposing any significant site or process changes, or increases in capacity, we do not anticipate that an NJDEP Treatment Works Approval will be required. Additionally, since no major site disturbance is anticipated and the storage of materials, staging and proposed site Improvements and limits of disturbance are anticipated to be less 5,000 square feet, we do not anticipate the need for NJDEP or Soil Conservation District permits. If during the design phase that this changes, we will notify the Borough and submit a request for a scope and budget amendment to prepare any necessary permit applications. We propose to provide Task 1 engineering services under a lump sum method of compensation with a suggested budget of $65,000. Task 2: Final Design & Contract Documents Under this task, FPA will finalize the construction drawings and upfront and technical specifications and ready the project for public bidding and construction phases. We will incorporate any comments/changes discussed and agreed upon at the 60% Design Review meeting conducted under Task 1. Once the construction documents are completed, we will submit a set of documents to the Borough for final review and approval before reproducing the sets of final documents under Task 3. We propose to provide Task 2 engineering services under a lump sum method of compensation with a suggested budget of $25,000. Task 3: Bid Phase Assistance Upon completion of the construction plans and specifications, we will assist the Borough with the advertising and public bidding of the construction contract. FPA will provide twenty (20) sets of construction plans and specifications for use during the public bidding phase and for use during the construction phase. We will assist the Borough with scheduling and advertising the project in local newspapers and construction trade publications. FPA will respond to questions from perspective bidders and issue up to three (3) addenda, if necessary. Dorothy Street Pump Station Rehabilitation July 21, 2023 FPA No. 1614.005 Page 3 Client's Initials_ FPA will attend the public bid opening, review bidder qualifications, and prepare a report upon bids received for the Borough's review and consideration regarding the award of the construction contract. This will include evaluating the bid packages received from the three (3) lowest, responsive, and responsible bidders, and coordinating with the Borough's Director of Law for compliance review and approval of the bid packages. Once the Borough awards the contract, we will assist the Borough by issuing the Notice of Award to the contractor and then proceed with the scope of services outlined under Task 4. We propose to provide Task 3 engineering services under a reimbursable method of compensation with a suggested budget of $7,500. Task 4: Engineering Services during Construction Following the award of the construction contract by the Borough and issuance of the Notice of Award to the contract under Task 3, FPA will provide Engineering services during construction which generally include contract administration and construction observation services for the anticipated construction activities during the designated construction period. The following services will be provided under Task 4: a. Prepare the agenda, coordinate, schedule and chair the Preconstruction meeting and prepare meeting minutes and distribute to all involved parties, b. Review the contractor's Insurance certificates, bonds, project schedule and phase plan, itemized cost breakdown, shop drawing log and schedule, shop drawing submittals; FPA will review up to two (2) Iterations of shop drawings and any subsequent iterations will be the responsibility of the contractor, c. Coordinate the execution of the contract by the contractor and Borough after review and approval of the required preconstruction documents, bonds, and certifications. d. Provide Project Management and Administrative support through the duration of construction. e. Maintain a complete project file during construction phase with copies of correspondence, submittals, meeting agendas and minutes, inspection notes and reports, and other relevant project information. f. Review the form and format of the contractor's monthly payment estimates and upon approval, we will review the monthly payment estimate submittals and construction progress updates and make recommendations to the Borough regarding payment. Based upon the estimated construction schedule, we have included the review of eight (8) payment estimates including the final. g. Review Requests for Information (RFIs) and issue clarifications regarding the contract documents. We have included twelve (12) RFIs in our initial budget. It. Review extra work orders (EWOs) and/or claims submitted by the contractor to determine if change orders are warranted. We have included the review of three (3) EWO/claims in our estimated budget. I. Review allowance or substitution requests from the contractor; We have included review of two (2) in the Initial budget. J. Provide part-time construction observation services during key aspects of construction and testing, Based upon the estimated nine (9) month construction period, we have Included 384 man-hours of construction observation in our budget. k. Prepare a set of Record Drawings based upon construction notes and records maintained by the contractor and our construction observer. 1. Witness the start-up and testing of all equipment and pumps to verify compliance/conformance with the contract documents. m. Receive, review, and approve/disapprove the required Operation & Maintenance Manuals and other project documents and once approved, provide the Borough with a complete set at the completion of the project. Dorothy Street Pump Station Rehabilitation July 21, 2023 FPA No. 1614.005 Page 4 Client's Initials_ n. Review Maintenance Bond, release of liens statements, warranties, spare parts and other required close items and review and make recommendations to the Borough regarding final approval and payment. We propose to provide Task 4 engineering services under a reimbursable method of compensation with a suggested budget of $99,000. Estimated Construction Cost and Construction Schedule The estimated construction cost range for this project is approximately $1,250,000 - $1,500,000 and we estimate that the required construction duration for this project will be nine (9) months, This duration takes Into account the time that will be required for submission, review, and approval of shop drawings and other required project submittal, ordering and delivery of materials and equipment including long lead-times for the pumps, electrical equipment (VFDs, MCP, ATS, etc.), other instrumentation and controls, HVAC equipment, and potentially certain valves as well as the construction, start-up and testing of same. Please note that the cost is a general estimate of cost based upon current market conditions and past projects similar in scope and scale. However, the market conditions have been volatile, and material pricing, equipment lead times, labor shortages, and volume of construction work on the street, has been fluctuating significantly so we recommend that this is taken into consideration with regard to the estimated cost and schedule. We anticipate that the first six (6) weeks of the construction duration will include contract document review inclusive of performance bonds, insurance, the proposed construction schedule, and shop drawing log. We will also coordinate and attend the preconstruction meeting, and review and approve/disapprove of shop drawings submitted by the contractor, We anticipate that the next twenty-four (24) week period will include construction of the Improvements and overall pump station rehabilitation, During this period, we will coordinate with the contractor and the Borough as the work Is completed In accordance with the approved construction schedule and sequencing plan. FPA will provide overall project management, construction administration and construction observation while the work is being completed by the contractor, prepare and process partial payment estimates for the contractor. It is anticipated that part-time construction observation will be required over a period of approximately six (6) months (or twenty-four (24) weeks) and we have Included 384 hours (24 weeks x 16 hours/week) of on -site construction observation in our budget. During the last six (6) week period of the thirty-six (36) week construction period, we anticipate that final work tasks, including start-up and testing, review of owner's manuals and spare parts, warranties, and observation of the contractor's site restoration and cleanup. During this period, we will prepare the project punch list and observe Its satisfactory completion, process any required approved change orders, and prepare the final payment estimate for review and approval by the Borough. Additionally, we will review the maintenance bond, release of liens statement, and assist the Borough and contractor with final project closeout. Estimated Project Design & Bidding Schedule Upon receipt of authorization to proceed with the scope of services outlined herein, FPA anticipates that we will be able to complete the Evaluation and Preliminary Design services within a period of approximately ten (10) weeks including having the 60% design preliminary construction plans and specifications ready for review by the Borough. We anticipate that an additional two (2) weeks will be required to address any comments or make revisions noted by the Borough before the final construction plans and specifications will be available to advertise for receipt of public Dorothy Street Pump Station Rehabilitation July 21, 2023 FPA No. 1614.005 Page 5 Client's Initlals y bids for construction. For a project of this nature, we recommend a minimum four (4) week bid period and anticipate that the contract award and Notice to Proceed will take three (3) weeks. As noted previously, we anticipate that the construction duration for this project will be approximately nine (9) months (or thirty-six (36) weeks) after the Notice to Proceed is issued by the Borough to the awarded contractor. Engineering team FPA proposes to assign an experienced and talented team to design and help the Borough deliver this project, led by Eric C, Betz, PE, BCEE, CME, who will serve as the Project Director and Process and Site/Civil Design Lead and be the primary point of contact, Mr. Betz has served the consulting engineering needs of the Borough of Carteret since the late 1990's and has much experience helping the Borough maintain and upgrade their municipal infrastructure over the past three decades, Mr, Betz will be supported by the Project Manager and Mark Kalusz, PE — Project Engineer, and the team will receive technical discipline support from Amin Gomaa, PE, LEED AP - Director of Building Design & MEP, John Schoepfer, PE, LEED AP - Manager of Mechanical, T. Sam Chen, PE - Manager of Structural, and Matthew Gizzi, PE - Director of Geo-Environmental & Construction. Project Cost Summary In the table below, we have summarized the estimated Construction Costs (Preliminary) and proposed Engineering fee for the scope of work described herein. Item or Task Description Payment Method Cost / Fee Preliminary Construction Cost Estimate Range: Dorothy Street Pump Station Rehabilitation ** $1,250,000 - $1,500,000 ** (Includes process/hydraulic, MEP, structural, architectural, and site/civil upgrades outlined herein to rehabilitate the pump station) 10% Contingency $125,000 - $150,000 Total Preliminary Construction Cost Estimate Range: $1,375,000 - $1,650,000 Professional Engineering Services Budgets: Tasic 1: Evaluation & Preliminary Design Services Lump Sum $65,000 Tasic 2: Final Design & Contract Documents Lump Sum $25,000 Task 3: Bid Phase Services Reimbursable $7,500 Task 4: Engineering Services during Construction Reimbursable $99,000 Total Estimated Engineering Fee: $196,500 Dorothy Street Pump Station RehabllitatiorV July 21, 2023 FPA No. 1614,005 Page 6 Client's Initlals Upon review and consideration by the Borough, should the Borough find our proposal acceptable, please approve by executing the bottom of this proposal page, and initialing the General Condition of Services pages that follow, and return a copy of same to our office. Additionally, once formally approved by Borough Council, please send us a copy of the Resolution of award and associated purchase order. On behalf of French & Parrello Associates, I thank you for the opportunity to continue to provide Professional Engineering Services to the Borough of Carteret. If you have any questions regarding the scope of services or our proposal, please do not hesitate to contact us. Respectfully Submitted, FRENCH & PARRELLO ASSOCIATES Eric C. Betz, PE, BCEE, CME Vice President - Senior Project Consultant Director of Water & Wastewater Eric'.Betr a f�aengn_eersprorn Cc: Andrew L. French, PE, EVP & COO / Director of Land Development Amin H. Gomaa, PE, LEED AP, SVP / Director of Building Design & MEP The terms and conditions attached to this proposal are part of this agreement. Please initial all pages and return of signed contract to our office. ACCEPTED BY: NAME (Printed): BOROUGH OFCARTERET DATE: Dorothy Street Pump Station Rehabilitation July 21, 2023 FPA No. 1614.005 Page 7 Client's initials_ GENERAL CONDITIONS OF SERVICES Client: Borough of Carteret Project Name: Dorothy Street Pump Station Rehabilitation Project Number: 1614.005 Date: July 21, 2023 A. SCOPE OF SERVICES The services to be provided by French & Parrello Associates, PA (FPA) have been set forth In the Proposal/Scope of Services and shall remain valid for a period of 90 days from the date of the Proposal, after which FPA may elect to withdraw or renegotiate this Proposal. All services not specifically Identified are excluded from FPA's scope and will only be performed In accordance with a written amendment to the agreement oullining the exact services and the associated fees. 0. FEE The total fee, except stated lump sum shall be understood to be an estimate, baser) upon Scope of Services, and shall not be exceeded by more than ten percent, without written approval of the Client. Where the fee arrangement is to be on an hourly, basis, the rates shall be those that prevail at the time services are rendered. C. BILLINGS/PAYMENTS Invokes will be submitted monthly, for services and are due when rendered. Invoice shall be considered PAST DUE 9 not paid within 30 days after the invoice date and FPA may without waiving any claim or right against the Client, and without liability whatsoever to the Client, terminate the performance of service. Retainers shall be credited on tire final Invoke. A monthly service charge of 1.5%of the unpaid balance will be added to PAST DUE accounts. In the event any portion or all of an account remains unpaid 75 days after billing the Client shall pay cost of collection, Including reasonable attorney fees. FPA reserves the right to stop work until Invokes that are more than 75 days In arrears are paid In full. You agree that any delays, claims or losses associated with stopping of work under these circumstances will not be the responsibility of FPA. D. STANDARD OF CARE Servicesperformed by FPA underthisagreementwill beconducted Ina mannerconsistentwlth the levelofcareand skillordlnarlyexerched bymembersof theprofession currently practicing in the same locality under similar conditions. No other representation, expressed or Implied, and no warranty, guarantee, or fiduciary responsibility Is Included or Intended In this agreement, or In any report, opinion, document or otherwise. Unless otherwise specified Inthis proposal, the services performed byFPA will not Include an Independent analysis of work conducted, or Information provided, by Independent laboratories or other Independent contractors retained by FPA. E. HIDDEN CONDITIONS When advised by FPA, Investigation of structural conditions concealed by existing finishes shall be authorized and paid for by the client. Where Investigation Is NOT authorized, FPA shall not be responsible for the condition of the existing structure (except whereverilkation can be made by slmplevdsual observation). F. INFERRED CONDITIONS The Client understands that actual subsurface conditions may vary from those which are encountered at the locations of borings, test pits or other such subsurface explorations. FPA will base interpretations and recommendations upon conditions Inferred from the conditions encountered. Client recognizes that any future determination of conditions different than those which were encountered at the sampling locations may significantly, Impact the Interpretation and recommendations provided by FPA. Any such variation of conditions should be brought to the prompt attention of FPA to assess the Impact of the variations on the previously, provided Interpretations and recommendations. FPAwIlI take no responsibility for any Interpretation or recommendation others may make based upon subsurface data provided by FPA. G. STANDARDS AND CODES If the work under the contract Is to be performed In accordance with, or where the deliverables and Instruments of service resulting from our work wild be reviewed againstcodes, standards and regulations, the edition or revision of said codes, standards and regulations in eHectasof the dateof this agreementwill apply. Any revisions to documents or other additional work caused by the application of a more recent code, standard or regulation shall be considered a Changed Condition under this agreement In addition, any revisions or additional work required by regulatory agencies which are not explicitly outlined Inapplicable codes, standards or regulations will also be considered a changed condition under this agreement. H. RIGHT OF ENTRY The client shall provide for right of entry for all FPA personnel and equipment necessary to perform the Intended scope of services. The client understands that while FPA Will take reasonable precaution to minimize any damage to the property, some damage may occur In the normal course of work, the correction of which Is not part of thisagreement. 1. UTILITIES FPA will take reasonable precautions to avoid damage or Injury to any visible subsurface utilities or structures. FPA shall not be held responsible for damage to any underground utility or structure which has not been property marked out by the respective owner of said utility or structure prior to the commencement of our work. if location of underground utilities Is Included under the Scope of Services, those locations will be based upon visible Identification marks left by the respective utility companies or upon locations that can be visually Identified from the ground surface. Unless other contractual agreements are made, this proposal does not Include openingorentering manholes, Inlets, trenches, orother utility access waysfor the purpose of measuring, identifying, or locating said utilities. Dorothy Street Pump Station Rehabilitation July 21, 2023 FPA No. 1614.005 Page 8 Client's Initials_ I J. CHANGED CONDITIONS If FPA discovers conditions or circumstances that it had not contemplated at the commencement of this Agreement ("Changed Conditions'), FPA will notify Client in wrilingof the Changed Conditions. Client and FPA agree that they will then renegotiate in good faith the termsand conditionsof thlsAgreement. If FPA and Chentcannot agree upon amended terms and conditionswithln 30daysafter notice, FPA may terminate thlsAgreement and be compensated asset forth In Section 0, "Termination." K. DISCOVERY OF UNANTICIPATED POLLUTANT RISKS Hazardous materials orcertaln types of hazardous materials may exist at a site where there Is no reason to believe they could orshould be present. Unless FPA'sScope of Services specifically includes EnvironmentalServlces, FPA will not be responsible for lire Identification, delineation, evaluation, treatment or removal of any hazardous substance. Should such substance be encountered FPA will take action to protect the health and welfare of their personnel, and will notify the client for direction. The conditionsof this section aresuperseded to the extent that the Scopeof5ervicesspecifically includesthe identliicalion,delineation, evaluation and treatmentof hazardous materials. L. CERTIFICATIONS Client agrees not to require that FPA execute any certification with regard to Services performed or Work tested and/or observed under this Agreement unless: l) FPA believes that it has performed sufficient Services to provide a sufficient basis to issue the certification; 2) FPA believes that the Servkes performed or Work tested and/or observed meet the criteria of the certification; and 3) FPA has reviewed and approved in writing the exact form of such certification prior to execution of this Agreement. Any certdicalion by FPA Is limited to an expression of professional opinion based upon the Services performed by FPA, and does not constitute a warranty or guaranty, either expressed or Implied. M. RISK ALLOCATION Client agrees that, to the fullest extent permitted by law, FPA's total liability to the Client, for any and all Injuries, claims, losses, expenses, damages or claim expenses arisingoul of this Agreement from any causeor causes, shall not exceed the total amount of $5Q000 or the amount of FPA's fee (whichever Is greater). N. INDEMNIFICATION The Cllentshall Indemnify and hold harmlessFFA and allof Its personnel from and against any and allclalms, damages, losses and expenses(Including reasonable attorney fees) arising out of or resulting from the performance of FPA, to the extent that any such claims, damage, loss or expense Is caused In whole or In part by the negligent act or omission, and/or strict liability of the Client, anyone directly or indirectly employed by the Client (except FPA, or anyone for whose acts any of them may be liable). O. NO SPECIAL OR CONSEQUENTIAL DAMAGES Client and FPA agree that to the fullest extent permitted by law FPA shall not be liable to Client for any special, Indirect or consequential damages whatsoever, whether caused by FPA's negligence, errors, omissions, strict liability, breach of contract, breach of warranty or other cause or causeswhatsoever. P. OWNERSHIP OF DOCUMENTS Client may use the documents for the projector purposescontemplated by this agreement. Client may not reuse the documents, nor anyof FPA'sconcepts orapproaches In the Proposal to client, for any extension of the project or other projectwithout FPA's prior written consent. Any unauthorized reuse or extension ofFPA'swork Isat Cllente sole risk and without liability to FPA, and Client will Indemnify, defend, and hold FPA harmless from all claims or damages arising from any unauthorized reuse or extension of FPA's work. All documents related to a project will be destroyed in accordance with FPA Document Retention Guidelines in effect at that time. Q. TERMINATION This Agreement may be terminated for convenience by either party by thirty (30) days written notice or in the event of substantial failure to perform in accordance with the terms of the Agreement hythe other party through no fault of the terminating party by ten (10) dayswrAten notice. If thlsAgreement Is terminated, it is agreed that FPA shall be paid the total charges for labor performed to the termination notice date, plus reimbursable charges. R. DISPUTES RESOLUTION All claims, disputes, and other matters in controversy between FPA and Client arising out of or in any way related to this Agreement, except for those related to Billing/Payments, will besubmilted to "alternative dispute resolution" (ADR) such as medlatlon and/or arbitration, before and asa condition precedent to other remedies provided by law. If a dispute at law arises related to the services provided under this Agreement and that dispute requires litigation Instead of ADR as provided above, then: (a) Client assents to personal jurisdiction in the slate of FPA's principal place of business; (b) Theclaim will be brought and tried in judlcialjurisdlction of the court of the county where FPA's principal place of business Is located and Client waives the right to remove the action to any other county or judicial jurisdiction; and (c) The prevailing party will be entitled to recovery of all reasonable costs Incurred, including staff time, court costs, attorneys' fees, and other claim related expenses. S. SAFETY FPA is not responsible for the Implementation,discharge, or monitoring of any construction safety standards or practices, Including demolition. These items are explicitly excluded from our scope. T. SAMPLES AND WELLS If FPA provides laboratory testing or analytic Servkes, FPA will preserve such soil, rock, water, or other samples as it deems necessary for the Project, but no longer than 45 days after Issuance of any Documents that Include the data obtained from these samples. Client will promptly pay and be responsible for the removal and lawful disposal of all contaminated samples, cuttings, Hazardous Materials, and other hazardous substances, Client will take custody of all monitoring wells and probes Installed during any Investigation by FPA, and will take any and all necessary steps for the proper maintenance, repair or closure of such wells or probes at Cilenes expense. U. BIOLOGICAL POLLUTANTS FPA!s scope of work does not Include the Investigation or detection of the presence of any Biological Pollutants In or around any structure. Client agrees thatFPAwill have no fiabilityfor any claim regarding bodily Injury or property damage alleged to arise from or be caused by the presence of or exposure to any Biologkai Pollutants In Dorothy Street Pump Station Rehabilitation July 21, 2023 FPA No. 1614.005 Page 9 Client's Initials_ m around any structure. In addition, Client will defend, Indemnify, and hold harmless FPA from any third party claim for damages alleged to arise from or be caused by the presence of or exposure to any Biological Pollutants In or around any structure, except for damages arising from or caused by FPA's sole negligence. The term "Blological Pollutants" Includes, but Is not limited to, molds, fungi, spores, bacteria, andviruses, and the byproducts of any such biological organisms, V. ENTIREAGREEMENT The ProposaVScope of Services and these General Conditions constitute the entire agreement between Client and FPA. If a Purchase Order (PO) or similar document Is used In conjunction with this Agreement, it shall be for the sole purpose of Mining quantities and fees to be provided hereunder, and to this extent only are Incorporated as apart of this Agreement. Any preprinted terms and conditions included in such PO or similar documents shall not be Incorporated and such PO or similar documents shall not be otherwise construed to modify, amend, or alter the terms of thisAgreement. Dorothy Street Pump Station Rehabilitation July 21, 2023 FPA No. 1614.005 Page 10 Client's Initials_