Loading...
HomeMy WebLinkAboutItem 06.m Date: November 6, 2017 Item No. APPROVAL OF A PROFESSIONAL SERVICES AGREEMENT WITH THE INSTITUTE FOR ENVIRONMENTAL ASSESSMENT (IEA), INC. Proposed Action Staff recommends adoption of the following motion: Move to approve a professional services agreement with the Institute for Environmental Assessment (IEA), Inc. Overview This professional services agreement concerns the environmental assessment of the Public Works Storage Facility. The consultant, IEA, Inc., will conduct indoor air quality tests, as well as test for asbestos, fungal growth, lead based paint, and other hazardous materials. The purpose of this environmental assessment is as a determinant for future use of the facility. The building previously housed the Public Works Department Streets Division. With the completion of the Central Maintenance Facility, the building was turned into a storage facility and all utilities and building systems were turned off. The building has been used as storage of materials, equipment, and documentation by all City departments since 2006. The City requested proposals from two consulting firms capable of performing the work required. The Institute for Environmental Assessment, Inc. returned the lowest cost proposal that met the City’s requirements for air quality and environmental assessment of the facility at a cost of $4,000.00. Staff reviewed the proposal and associated documents and recommends approval. Primary Issues to Consider • Why is this assessment needed? The building has been without heat for the past 11 years and high humidity and lack of air movement has created the potential for fungal growth and indoor air quality concerns. The assessment is a necessary step for continued use of the building, as well as any future use. Supporting Information • A copy of the professional service agreement and proposal is attached. Financial Impact: $4,000.00 Budgeted: Yes Source: 1281.6283 Related Documents (CIP, ERP, etc.): Envision Lakeville Community Values: Good Value for Public Services Report Completed by: Neil Normandin, Public Works and Facilities Coordinator 2 PROFESSIONAL SERVICES AGREEMENT AGREEMENT made this 6th day of November 2017, by and between the CITY OF LAKEVILLE, a Minnesota municipal corporation ("City") and the INSTITUTE FOR ENVIRONMENTAL ASSESSMENT (IEA), INC., a Minnesota corporation ("Consultant"). IN CONSIDERATION OF THEIR MUTUAL COVENANTS THE PARTIES AGREE AS FOLLOWS: 1. SCOPE OF SERVICES. The City retains Consultant to furnish the services set forth in the Contract Documents. The Consultant agrees to perform the services. 2. CONTRACT DOCUMENTS. The following documents shall be referred to as the "Contract Documents," all of which shall be taken together as a whole as the contract between the parties as if they were set verbatim and in full herein: A. This Professional Services Agreement. B. Consultant’s proposal dated September 20, 2017 re: Indoor Air Quality (IAQ) Assessment, Asbestos, Lead-based Paint & Hazardous Materials Assessment. In the event of conflict among the provisions of the Contract Documents, the order in which they are listed above shall control in resolving any such conflicts with Contract Document “A” has the first priority and Contract Document “B” having the last priority. 3. COMPENSATION. Consultant shall be paid by the City for the services described in Contract Documents not to exceed $4,000.00, inclusive of reimbursables, taxes and other charges. The not to exceed fee shall not be adjusted if the estimated hours to perform a task, the number of estimated required meetings or any other estimate or assumption is exceeded. Consultant shall request payment for services rendered on a monthly basis. The monthly payment applications from Consultant shall identify work completed. 4. CHANGE ORDERS. All change orders, regardless of amount, must be approved in advance and in writing by the City. No payment will be due or made for work done in advance of such approval. 5. DOCUMENTS. The City shall be the owner of all documents, reports, studies, analysis and the like prepared by the Consultant in conjunction with this contract. 6. STANDARD OF CARE. Consultant shall exercise the same degree of care, skill, and diligence in the performance of the services as is ordinarily possessed and exercised by members of the profession under similar circumstances in Dakota County, Minnesota. Consultant shall be liable to the fullest extent permitted under applicable law, without limitation, for any injuries, loss or damages proximately caused by Consultant’s breach of this standard of care. City shall not be responsible for discovering deficiencies in the accuracy of Consultant’s services. 3 Consultant shall be responsible for the accuracy of the work and shall promptly make necessary revisions or corrections resulting from errors and omissions on the part of Consultant without additional compensation. 7. COMPLIANCE WITH LAWS AND REGULATIONS. In providing services hereunder, Consultant shall abide by all statutes, ordinances, rules and regulations pertaining to the provisions of services to be provided. 8. INDEMNIFICATION. The Consultant shall indemnify and hold harmless the City, its officers, agents, and employees, of and from any and all claims, demands, actions, causes of action, including costs and attorney's fees, arising out of or by reason of the execution or performance of the work or services provided for herein to the comparative extent they are caused by Consultant’s negligent acts or omissions or those negligent acts or omissions of persons for whom Consultant is legally responsible. 9. COPYRIGHT. Consultant shall defend actions or claims charging infringement of any copyright or patent by reason of the use or adoption of any designs, drawings or specifications supplied by them, and they shall hold harmless the City from loss or damage resulting therefrom. 10. INSURANCE. Consultant shall secure and maintain such insurance as will protect Consultant from claims under the Worker's Compensation Acts, automobile liability, and from claims for bodily injury, death, or property damage which may arise from the performance of services under this Agreement. Such insurance shall be written for amounts not less than: Commercial General Liability (or in combination with an umbrella policy) $1,000,000 Each Occurrence $2,000,000 Products/Completed Operations Aggregate $2,000,000 Annual Aggregate The following coverages shall be included: Premises and Operations Bodily Injury and Property Damage Personal and Advertising Injury Blanket Contractual Liability Products and Completed Operations Liability Automobile Liability $1,000,000 Combined Single Limit – Bodily Injury & Property Damage Including Owned, Hired & Non-Owned Automobiles Workers Compensation 4 Workers’ Compensation insurance in accordance with the statutory requirements of the State of Minnesota, including Employer’s Liability with minimum limits are as follows: • $500,000 – Bodily Injury by Disease per employee • $500,000 – Bodily Injury by Disease aggregate • $500,000 – Bodily Injury by Accident The City shall be named as an additional insured on the general liability and umbrella policies on a primary and non-contributory basis. The Consultant shall secure and maintain a professional liability insurance policy. Said policy shall insure payment of damages for legal liability arising out of the performance of professional services for the City, in the insured's capacity as Consultant, if such legal liability is caused by a negligent act, error or omission of the insured or any person or organization for which the insured is legally liable. The policy shall provide minimum limits of $2,000,000 with a deductible maximum of $125,000 unless the City agrees to a higher deductible. Before commencing work, the Consultant shall provide the City a certificate of insurance evidencing the required insurance coverage in a form acceptable to City. 11. INDEPENDENT CONTRACTOR. The City hereby retains the Consultant as an independent contractor upon the terms and conditions set forth in this Agreement. The Consultant is not an employee of the City and is free to contract with other entities as provided herein. Consultant shall be responsible for selecting the means and methods of performing the work. Consultant shall furnish any and all supplies, equipment, and incidentals necessary for Consultant’s performance under this Agreement. City and Consultant agree that Consultant shall not at any time or in any manner represent that Consultant or any of Consultant’s agents or employees are in any manner agents or employees of the City. Consultant shall be exclusively responsible under this Agreement for Consultant’s own FICA payments, workers compensation payments, unemployment compensation payments, withholding amounts, and/or self-employment taxes if any such payments, amounts, or taxes are required to be paid by law or regulation. 12. SUBCONTRACTORS. Consultant shall not enter into subcontracts for services provided under this Agreement without the express written consent of the City. Consultant shall comply with Minnesota Statute § 471.425. Consultant must pay subcontractor for all undisputed services provided by Subcontractor within ten days of Consultant’s receipt of payment from City. Consultant must pay interest of 1.5 percent per month or any part of a month to subcontractor on any undisputed amount not paid on time to subcontractor. The minimum monthly interest penalty payment for an unpaid balance of $100 or more is $10. 13. ASSIGNMENT. Neither party shall assign this Agreement, or any interest arising herein, without the written consent of the other party. 5 14. WAIVER. Any waiver by either party of a breach of any provisions of this Agreement shall not affect, in any respect, the validity of the remainder of this Agreement. 15. ENTIRE AGREEMENT. The entire agreement of the parties is contained herein. This Agreement supersedes all oral agreements and negotiations between the parties relating to the subject matter hereof as well as any previous agreements presently in effect between the parties relating to the subject matter hereof. Any alterations, amendments, deletions, or waivers of the provisions of this Agreement shall be valid only when expressed in writing and duly signed by the parties, unless otherwise provided herein. 16. CONTROLLING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota. 17. RECORDS. The Consultant shall maintain complete and accurate records of time and expense involved in the performance of services. 18. AUDIT DISCLOSURE AND DATA PRACTICES. Any reports, information, data, etc. given to, or prepared or assembled by the Consultant under this Agreement which the City requests to be kept confidential, shall not be made available to any individual or organization without the City’s prior written approval. The books, records, documents and accounting procedures and practices of the Consultant or other parties relevant to this Agreement are subject to examination by the City and either the Legislative Auditor or the State Auditor for a period of six (6) years after the effective date of this Agreement. This Agreement is subject to the Minnesota Government Data Practice Act, Minnesota Statutes Chapter 13 (Data Practices Act). All government data, as defined in the Data Practices Act Section 13.02, Subd. 7, which is created, collected, received, stored, used, maintained, or disseminated by Consultant in performing any of the functions of the City during performance of this Agreement is subject to the requirements of the Data Practice Act and Consultant shall comply with those requirements as if it were a government entity. All subcontracts entered into by Consultant in relation to this Agreement shall contain similar Data Practices Act compliance language. CITY OF LAKEVILLE INSTITUTE FOR ENVIRONMENTAL ASSESSMENT (IEA), INC. BY: ________________________________ BY: _______________________________ Douglas P. Anderson, Mayor Its AND _______________________________ AND ______________________________ Charlene Friedges, City Clerk Its PROPOSAL TABULATION Environmental Assessment of the Public Works Storage Facility September 28, 2017 Contractor Total Cost WSB $6,725.00 IEA, Inc. $4,000.00 Contact Us: IEA, INC. P R O P O S A L www.ieasafety.comwww.ieasafety.comwww.ieasafety.comwww.ieasafety.com info@ieasafety.cominfo@ieasafety.cominfo@ieasafety.cominfo@ieasafety.com 800800800800----233233233233----9513951395139513 Indoor Air Quality (IAQ), Asbestos, Lead-based Paint & Hazardous Materials Assessment 7777 - 214th Street Building for City Of Lakeville SEPTEMBER 20, 2017 PROPOSAL #6433 BROOKLYN PARK OFFICE 9201 W. BROADWAY, #600 BROOKLYN PARK, MN 55445 763-315-7900 MANKATO OFFICE 610 N. RIVERFRONT DRIVE MANKATO, MN 56001 507-345-8818 ROCHESTER OFFICE 210 WOOD LAKE DRIVE SE ROCHESTER, MN 55904 507-281-6664 BRAINERD OFFICE 601 NW 5TH STREET, SUITE #4 BRAINERD, MN 56401 218-454-0703 MARSHALL OFFICE 1420 EAST COLLEGE DRIVE MARSHALL, MN 56258 507-476-3599 VIRGINIA OFFICE 5525 EMERALD AVENUE MOUNTAIN IRON, MN 55768 218-410-9521 IAQ & Hazardous Materials Assessment -7777-214th Street City of Lakeville © IEA, Inc. Proposal #6433 Page 1 of 5 Mr. Neil Normandin Public Works & Facilities Coord 18400 Ipava Avenue City of Lakeville, MN 55044 Phone: 952.985.2709 Email: nnormandin@lakevillemn.gov PROJECT INTRODUCTION IEA, Inc. was requested by the City of Lakeville to submit a proposal for an indoor air quality (IAQ) and hazardous materials assessment in the Public Works Facility located at 7777-214th Street in Lakeville, MN due to concerns with the health impact of bringing the building back into service. It was reported to IEA that the public works building was previously utilized as office, fleet maintenance and vehicle storage but has been off-line for approximately 10 years. There has only been site storage use of the building with no ventilation operating. The building was originally constructed in the 1960’s and has several additions added through the 1990’s. There are mold, asbestos and lead concerns associated with the property. The purpose for the following scope of work is to document the condition of the property and identify concern materials. SCOPE OF WORK IAQ SERVICES Visual Inspection • IEA will obtain general project information from the building representative for site documentation. • IEA will visually assess concern areas, where accessible, for evidence of conditions and/or activities with potential to impact air quality. Photo documentation will be collected to illustrate the site conditions. • Moisture content of materials suspected of having been impacted by moisture will be documented. • IEA will conduct a visual evaluation of accessible portions of the office ventilation system and document obvious IAQ concerns and condition. Tease-Tape Sampling • IEA will collect up to five (5) tease-tape samples from suspect and/or visible fungal growth. • The purpose for this sampling will be to document if suspected fungal growth or discoloration identified on building materials is fungal growth or not. • The samples will be submitted to an accredited laboratory for analysis. Air Quality Measurements • IEA will measure carbon dioxide, carbon monoxide, temperature, relative humidity, and total volatile organic compound (TVOC) levels throughout the facility locations and outdoors, for comparison purposes. IAQ & Hazardous Materials Assessment -7777-214th Street City of Lakeville © IEA, Inc. Proposal #6433 Page 2 of 5 Air Sample Spore Trap Sampling • IEA will collect five (5) spore trap air samples in the office, fleet maintenance and storage areas and one required outdoor sample for comparison purposes (six (6) samples total). • Spore trap samples will be collected with Air-O-Cell  cassettes. This type of sampling involves impacting fungal spores and other structures onto a sticky medium. The samples provide an overview of the total number of airborne spores present (both viable and non-viable). • The samples will be analyzed by EMSL Analytical Laboratory in Plymouth, Minnesota on a 24-hour turnaround timeframe. Demolition/Renovation inspections are required by the Minnesota Pollution Control Agency (MPCA) under the NESHAP Regulation, 40 CFR Part 61 and by Minnesota – OSHA under 29 CFR 1926.1101. The inspection service provides an inventory of asbestos-containing building materials (ACBM), lead-based paint, and hazardous materials prior to renovation activities. Inspections are conducted by state-certified asbestos inspectors and lead-risk assessors. Asbestos sample analysis is performed by an independent, accredited analytical laboratory. Lead-based paint analysis will be completed in the field with a Niton X-Ray Fluorescence (XRF) Analyzer. A final report will be submitted which profiles the presence of ACBM including location, type of material, amount of material, and laboratory analysis. HAZARDOUS MATERIALS SERVICES Asbestos The asbestos inspection includes the following: • Visual examination of all suspect material; • Identification and written description of homogeneous areas of asbestos- containing building materials Bulk samples of all suspect materials will be collected and analyzed using preferred Environmental Protection Agency (EPA) sampling and analytical procedures. Sampling will be conducted in a manner determined by the inspector to be sufficient to identify whether the suspect materials are asbestos- containing. • For each homogeneous type of suspect surfacing material, three to seven samples will be collected, depending on the amount of material. • For each homogeneous type of thermal system insulation, three samples will be collected. • For each homogeneous type of miscellaneous material, one to three samples will be collected. IAQ & Hazardous Materials Assessment -7777-214th Street City of Lakeville © IEA, Inc. Proposal #6433 Page 3 of 5 In some cases, materials may be “assumed” to contain asbestos in lieu of sampling. These cases may include fire doors, transite, roofing materials, and other products that may be damaged by sampling or are obviously asbestos- containing. • Bulk samples will be analyzed by an independent laboratory which is accredited by NVLAP. • Analysis will be conducted by Polarized Light Microscopy (PLM) backed by dispersion staining techniques. • Material analysis will be reported by layer, with the exception of gypsum drywall and associated taping compound which will be reported as a composite. We will make use of previous sample analysis results to reduce the number of bulk samples collected. Lead-Based Paint The lead-based paint inspection includes the following: • Identification of surfaces with deteriorated lead-based paint located throughout the building; • The paint sample collection will be conducted using a Niton X-Ray Fluorescence (XRF) Analyzer which provides an instantaneous lead content result Hazardous Materials The hazardous materials inspection includes the following: • The identification of materials throughout the building; • Inventory of sources of mercury (fluorescent bulbs and thermostats), PCBs (light ballasts and door closers), liquid paint, and other miscellaneous materials; • The assessment does not include sampling or analysis of hazardous material with the exception of PCBs in caulking SITE DOCUMENTATION • A final report including site observations, laboratory results and discussion, conclusions, and recommendations will be provided. The report will be reviewed by a qualified Environmental Professional. IAQ & Hazardous Materials Assessment -7777-214th Street City of Lakeville © IEA, Inc. Proposal #6433 Page 4 of 5 Limitations & Assumptions IEA assumes the areas of concern will be accessible during the site assessment. Non-accessible areas will not be included in this scope of work. Limited destructive sampling will be performed as part of this inspection. Sample and access locations inside the building will not be repaired. Roof sampling will not be conducted at this time unless otherwise requested. Sample locations on the roof, if requested, will be the by a roofing contractor under a separate contract with the city. PLM lab analysis turnaround time will be 5 days from receipt. This inspection does not meet all the requirements of a Minnesota Pollution Control Agency (MPCA) demolition inspection. It is assumed that the Owner will provide access to all materials and areas within and on the facility(ies) to be inspected. It is also assumed the work will be completed in one site visit. This proposal does not include abatement, removal, or disposal of any material located in the above-mentioned building. Compensation IEA’s fee associated with this project will be billed on a time-and-materials (T&M) basis and is estimated to be in the range of $3,500-$4,000. This fee includes survey time, sample collection and analysis, project management/project review fees such as project planning, project development, IEA’s transportation expenses, documentation, and reporting. The above cost includes the collection and analysis of up to forty (40) asbestos bulk sample layers. If additional asbestos bulk sample layers are required, $8 per asbestos bulk sample layer will be charged for a 5-day turnaround time. If laboratories results indicated a sample is less than 1% (<1%) asbestos, a quantitative “point count” is required to verify the material is <1%. If point count samples are required, $26.5 per point count sample will be charged for a 5-day turnaround time. Reimbursable expenses will be billed on a direct basis and include such items as transportation, reproduction of reports, drawings, specifications, bidding documents, technology usage/specialized equipment, and similar project-related items For project work beyond the services outlined in this proposal and/or any changes to the agreed upon scope of work, IEA will obtain approval through a client-authorized change order. For project work beyond the services outlined in this proposal and/or changes to the agreed upon scope of work, IEA will obtain approval through a client- authorized change order. IAQ & Hazardous Materials Assessment -7777-214th Street City of Lakeville © IEA, Inc. Proposal #6433 Page 5 of 5 Schedule Coordination of IEA’s services will commence upon receipt of the signed proposal. IEA will schedule this project through Mr. Neil Normandin, City of Lakeville Public Works & Facilities. We anticipate completing the project within 30 business days upon receipt of authorization to proceed. Proposal Terms Terms on payment of services are net 30 days after invoicing, with interest added to unpaid balances. Please review the attached General Conditions, which are a part of this proposal, for more detail. Authorization to Proceed Authorization to Proceed – Client Signature Required We appreciate the opportunity to present this proposal for IAQ & Hazardous Materials Services. Please sign this authorization to proceed e-mail to Amy Satterfield at amy.satterfield @ieasafety.com. Retain the original for your records. We will begin the project at the time we receive this written documentation to proceed. IEA, Inc. Amy Satterfield Director of Business Development IEA, Inc. * * * Please proceed according to the above stated fees, terms, attached General Conditions, and proposal #6433 dated September 20, 2017. Printed Name Authorized Signature Date PO number Appendix A General Conditions © IEA, Inc. General Conditions The word “Consultant” refers to the Institute for Environmental Assessment (“IEA”), the contracting company is referred to as the “Client”. Client agrees to be bound by these General Conditions by accepting the Proposal and engaging Consultant. The Agreement with you, the Client, is comprised of this Agreement and accompanying written proposal. 1. Scope of Work Consultant will furnish and perform the professional services specified in Consultant’s proposal (the “Proposal”). The services as set forth in the Proposal (the “Services”) will be provided by Consultant’s personnel at the location of the Client (the “Site”) (hereinafter referred to as the “Project”). If any portion of the Proposal is inconsistent with this Agreement, the terms of this Agreement shall control: Consultant’s obligation to perform the Services shall terminate upon delivery of a final report within 45 days of Project completion. In addition to the Proposal, Consultant and Client agree as follows: A. Right of Access Unless otherwise agreed in writing, Client will furnish Consultant with right-of-access to the Site and accurate information necessary to conduct the Services, as requested by Consultant. B. Confidential & Proprietary Information The Consultant and Client agree not to disclose to others or use any confidential or proprietary information or trade secrets of the other, which may become known to each prior to, during or after the performance of this Agreement without the prior written consent of the other. “Confidential or propriety information” and “trade secrets” shall mean any information about the other which is neither publicly known nor legally accessible to the other parties from third parties. Prior to the disclosure of any such confidential or proprietary information or trade secrets, each shall obtain the written approval of the other. C. General Consultant warrants that the Services it performs under this Agreement will be performed with the care and skill ordinarily exercised by reputable members of its profession practicing under similar conditions during the period of this Agreement and in the same or similar locality. The AIHA- certified IEA laboratory will perform PCM analysis if specified. Other field PCM analysis will be completed by laboratory-approved field technicians, generally under AAR Guidelines. 2. Payment for Services A. Fee Schedule & Maximum Costs The fee schedule in the Proposal specifies the amounts due to Consultant from Client for its Services performed under this Agreement. B. Schedule of Payment Invoices will be submitted to Client once a month for services performed during the prior month. Payment to Consultant is due upon presentation to Client, and past due after thirty (30) days of receipt of the invoice, in which case a service fee of 1.5% monthly shall be added to the invoice, unless specifically arranged otherwise by Consultant and communicated in writing. Client reserves the right to question any item on any invoice and Consultant agrees, upon Client’s request, to supply such documentation as is necessary to reasonably justify such invoice amount to Client’s reasonable satisfaction. Client agrees to pay Consultant any costs of collection including reasonable attorneys’ fees and costs if payment for Services are not made when due. C. Expert Fee Expenses If Client requests Consultant to participate on behalf of Client in litigation regarding the subject matter of this Agreement, Client agrees to pay all of Consultant’s expenses arising therefrom at the prevailing rate for Consultant’s time plus out-of-pocket costs and expenses, including reasonable attorney fees incurred by Consultant in conjunction with the participation. 3. Indemnity & Insurance A. Indemnity Consultant shall indemnify and hold harmless Client against losses, damages and claims, demands, actions, costs (including reasonable attorney fees), and fines of any kind resulting from any breach of this Agreement by Consultant, its employees, agents, subcontractors or licensees, of their obligation under this Agreement, or from any negligence or misconduct by Consultant, its employees, agents, subcontractors or licensees, but only for the proportion of damages which is equal to Consultant’s proportion of the total fault which directly caused the damages. Client shall indemnify and hold harmless Consultant against losses, damages and claims, demands, actions, costs (including reasonable attorney fees), and fines of any kind resulting from any breach of this Agreement by Client, its employees, agents, subcontractors or licensees, of their obligation under this Agreement, or from any negligence or misconduct by Client, its employees, agents, subcontractors or licensees, but only for the proportion of damages which is equal to Client’s proportion of the total fault which directly caused the damages. B. Limitation of Liability EXCEPT AS EXPRESSLY SET FORTH IN SECTION 1(C) HEREOF, CONSULTANT DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER CONSULTANT OR CLIENT BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND WHETHER FOR BREACH OF ANY WARRANTY, FOR BREACH OR REPUDIATION OF ANY OTHER TERM OR CONDITION OF THIS AGREEMENT, FOR NEGLIGENCE ON THE BASIS OF STRICT LIABILITY OR OTHERWISE. C. Insurance (1) Consultant carries coverage and limits of liability insurance as follows: (a) Workers Compensation with statutory limits. (b) Employers’ Liability with a minimum policy limit of $1,000,000.00. (c) Comprehensive General Liability with the following coverage: I. Limit $1,000,000.00 per occurrence II. $2,000,000.00 general aggregate III. $2,000,000.00 products completed/ operations aggregate IV. $1,000,000.00 personal and advertising injury V. $300,000.00 fire Damage (any one fire) VI. $25,000.00 medical expenses (any one person) © IEA, Inc. General Conditions (cont’d) (d) Automobile insurance covering all owned, non- owned or hired automobiles used in connection with the work covering bodily injury and property damage with a minimum combined occurrence limit of $1,000,000.00 (e) Professional Liability (claims made) with the following coverage: $1,000,000.00 per occurrence (f) Contractor Pollution Liability (claims made): $1,000,000.00 each occurrence (g) Umbrella Liability. $5,000,000.00 each occurrence (2) Client (or Owner if applicable), Subcontractors and Agents agree to provide Consultant, upon request, Certificate(s) of Insurance signed by the insurer evidencing insurance for premise liability, general liability, auto and workers comp. equal or greater than those limits carried by the Consultant. (3) Consultant shall promptly deliver to Client (or Owner if applicable), upon request, certificate(s) of insurance signed by the insurer for the policies described in (3) (C) above, or certified copies of such insurance policies indicating the existence of such coverage. IEA must be listed as both certificate holder and insured, or additional insured on each certificate of insurance. 4. Assignment This Agreement shall not be assigned by Consultant without prior written consent of the Client. 5. Independent Contractor Consultant is an independent Contractor and shall not be considered an employee, partner or joint venturer of the Client for any purpose. 6. Restriction to hire employees of Consultant Client agrees to refrain from hiring, contracting, or retaining the services of Consultant’s employees during or within 12 months after the termination of Consultant’s services. If Client hires an employee of Consultant in violation of this Section 6 without Consultant’s written consent, Client shall pay Consultant a placement fee equal to twenty-five percent (25%) of such employee’s annual wages. 7. Notices Any notice under this Agreement shall be in writing and shall be deemed to be properly given when delivered to an officer of Client or the Consultant’s Chief Financial Officer, as the case may be, at their addresses as set forth in the Proposal. The courts located in the State of Minnesota shall have exclusive jurisdiction in any actions commenced by Consultant or Client in connection with this Agreement, the Project or the Services. 8. Applicable Law This Agreement shall be governed by and construed under the laws of the State of Minnesota. Parties agree to participate in pre-suit mediation prior to commencement of an action. 9. Extent of Agreement This Agreement, together with the Proposal, represents the entire Agreement between Client and Consultant, and supersedes all prior obligations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument, dated and executed by both Client and Consultant. 10. Termination Upon completion of the Project, Consultant will, at Client’s request, deliver to Client or its designee all records, documents or materials in its possession or control of Consultant which are owned by Client. The obligations and provisions of Sections 1B, 2, 3, 5, 6 and 10 shall survive completion of the Project or termination of this Agreement.