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HomeMy WebLinkAboutRexburg JUB Riverside LS Contract - 10-25-23Page 1 of 4 J-U-B ENGINEERS, Inc. AGREEMENT FOR PROFESSIONAL SERVICES J-U-B Project No.: 85-23- J-U-B Project Manager: JP This Agreement entered into and effective this 25th day of October 2023, between City of Rexburg, hereinafter referred to as the “CLIENT” and J-U-B ENGINEERS, Inc., an Idaho corporation, hereinafter referred to as “J-U-B”. WITNESSETH: WHEREAS the CLIENT intends to: obtain engineering services for its sewer collection and lift station improvements hereinafter referred to as the “Project”. The Services to be performed by J-U-B are hereinafter referred to as the “Services.” NOW, THEREFORE, the CLIENT and J-U-B, in consideration of their mutual covenants herein, agree as set forth below: CLIENT INFORMATION AND RESPONSIBILITIES The CLIENT will provide to J-U-B all criteria and full information as to CLIENT’s requirements for the Project, including design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations; and furnish copies of all design and construction standards, rules and laws which CLIENT or others will require to be included in the drawings and specifications, and upon which J-U-B can rely for completeness and accuracy. The CLIENT will furnish to J-U-B all data, documents, and other items in CLIENT’s possession, or reasonably obtainable by CLIENT, including, without limitation: 1) borings, probings and subsurface explorations, hydrographic surveys, laboratory tests and inspections of samples, materials and equipment; 2) appropriate professional interpretations of all of the foregoing; 3) environmental assessment and impact statements; 4) surveys of record, property descriptions, zoning, deeds and other land use restrictions, rules and laws; and 5) other special data or consultations, all of which J-U-B may use and rely upon in performing Services under this Agreement. The CLIENT will obtain, arrange and pay for all advertisements for bids, permits and licenses, and similar fees and charges required by authorities, and provide all land, easements, rights-of-ways and access necessary for J-U-B’s Services and the Project. In addition, the CLIENT will furnish to J-U-B those items described in Attachment 1. PROJECT REPRESENTATIVES The CLIENT and J-U-B hereby designate their authorized representatives to act on their behalf with respect to the Services and responsibilities under this Agreement. The following designated representatives are authorized to receive notices, transmit information, and make decisions regarding the Project and Services on behalf of their respective parties, except as expressly limited herein. These representatives are not authorized to alter or modify the TERMS AND CONDITIONS of this Agreement. For the CLIENT: 1. Name Justin Beard, P.E. Work telephone 208-372-2412 Address 35 North 1st East Home/cell phone 208-270-2049 Rexburg, ID 83440 FAX telephone E-mail address justin.beard@rexburg.org For J-U-B: 1. Name Jordan Parker, P.E. Work telephone 208-932-4486 Address 400 Memorial Drive Cell phone 208-220-5883 Idaho Falls, ID 83402 FAX telephone E-mail address jparker@jub.com In the event any changes are made to the authorized representatives or other information listed above, the CLIENT and J-U-B agree to furnish each other timely, written notice of such changes. Page 2 of 4 SERVICES TO BE PERFORMED BY J-U-B (“Services”) J-U-B will perform the Services described in Attachment 1 in a manner consistent with the applicable standard of care. J-U-B’s services shall be limited to those expressly set forth therein, and J-U-B shall have no other obligations, duties, or responsibilities for the Project except as provided in this Agreement. SCHEDULE OF SERVICES TO BE PERFORMED J-U-B will perform said Services in accordance with the schedule described in Attachment 1 in a manner consistent with the applicable standard of care. This schedule shall be equitably adjusted as the Project progresses, allowing for changes in scope, character or size of the Project requested by the CLIENT or for delays or other causes beyond J-U-B’s control. BASIS OF FEE The CLIENT will pay J-U-B for their Services and reimbursable expenses as described in Attachment 1. A ten percent administrative fee will be applied to sub-consultant invoices. Other work that J-U-B performs in relation to the Project at the written request or acquiescence of the CLIENT, which are not defined as Services, shall be considered “Additional Services” and subject to the express terms and conditions of this Agreement. Unless otherwise agreed, the CLIENT will pay J-U-B for Additional Services on a time and materials basis. Resetting of survey and/or construction stakes shall constitute Additional Services. File Folder Title: Rexburg Collection and Lift Station Improvements Remarks: The Notice to Proceed, by the CLIENT, verbal or written, or execution of the Agreement shall constitute acceptance of the terms of this Agreement. THE TERMS AND CONDITIONS ON PAGES 3 AND 4, INCLUDING RISK ALLOCATION, ARE PART OF THIS AGREEMENT. THE CLIENT AGREES TO SAID TERMS AND CONDITIONS FOR ALL SERVICES AND ADDITIONAL SERVICES. Special Provisions that modify these TERMS AND CONDITIONS, if any, are included in Attachment 2. All other modifications to these terms and conditions must be in writing and signed by both parties. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. These parties represent and acknowledge that they have authority to execute this Agreement. CLIENT: City of Rexburg NAME 35 North 1st East STREET Rexburg, ID 83440 CITY / STATE / ZIP CODE BY (Signature) NAME / TITLE BY (Signature) ADDITIONAL NAME / TITLE J-U-B ENGINEERS, Inc.: 400 Memorial Drive STREET Idaho Falls, ID 83402 CITY / STATE / ZIP CODE BY (Signature) Alan Giesbrecht, Area Manager/VP NAME / TITLE Applicable Attachments or Exhibits to this Agreement are indicated as marked. Attachment 1 – Scope of Services, Schedule, and Basis of Fee Attachment 2 – Special Provisions Standard Exhibit A – Construction Phase Services REV: 4/23 DISTRIBUTION: Accounting; Project File; CLIENT Page 3 of 4 J-U-B ENGINEERS, Inc. TERMS AND CONDITIONS GENERAL All J-U-B Services shall be covered by this Agreement. The Services will be performed in accordance with the care and skill ordinarily used by members of the subject profession practicing under like circumstances at the same time and in the same locality. J-U-B MAKES NO WARRANTY EITHER EXPRESS OR IMPLIED ON BEHALF OF IT OR OTHERS. Nothing herein shall create a fiduciary duty between the parties. The CLIENT acknowledges and agrees that requirements governing the Project may be ambiguous and otherwise subject to various and possibly contradictory interpretations and J-U-B is, therefore, only responsible to use its reasonable professional efforts and judgment to interpret such requirements. Accordingly, CLIENT should prepare and plan for clarifications or modifications which may impact both the cost and schedule of the Project. J-U-B shall not be responsible for acts or omissions of any other party involved in the Project, including but not limited to the following: the failure of CLIENT or a third party to follow J-U-B’s recommendations; the means, methods, techniques, sequences or procedures of construction; safety programs and precautions selected by third parties; compliance by CLIENT or third parties with laws, rules, regulations, ordinances, codes, orders or authority; and delays caused by CLIENT or third parties;. CLIENT, therefore, releases and shall indemnify, defend and hold J-U-B harmless from the acts, errors, or omissions of CLIENT or third parties involved in the Project. J-U-B shall not be required to execute any documents, no matter by whom requested, that would result in J-U-B’s having to certify, guarantee or warrant the existence of conditions. CLIENT acknowledges that subsurface conditions can vary widely between adjacent samples and test points, and therefore J-U-B makes no warranty or other representation regarding soil investigations and characterization of subsurface conditions for the Project. Any sales tax or other tax on the Services rendered under this Agreement, additional costs due to changes in regulation, and fees for credit card payment transactions shall be paid by the CLIENT. CLIENT grants J-U-B and its subsidiaries the unrestricted right to take, use, and publish images, or edited images, of the project site and workers for J-U-B’s purposes including, but not limited to, website, intranet, and marketing. This right shall survive the termination of this Agreement. REUSE OF DOCUMENTS Documents that may be relied upon by CLIENT as instruments of service under this Agreement are limited to the printed copies (also known as hard copies) that are signed or sealed by J-U-B (including non-vector PDF facsimiles thereof). All printed materials or other communication or information (“Documents”) that may be prepared or furnished by J-U-B pursuant to this Agreement are instruments of service with respect to the Project. J-U-B grants CLIENT a limited license to use the Documents on the Project subject to receipt by J-U-B of full payment for all Services related to preparation of the Documents. Although CLIENT may make and retain copies of Documents for reference, J-U-B shall retain all common law, statutory and other reserved rights, including the copyright thereto, and the same shall not be reused on this Project or any other Project without J-U-B’s prior written consent. Submission or distribution of Documents to meet regulatory or permitting requirements, or for similar purposes, in connection with the Project, including but not limited to distribution to contractors or subcontractors for the performance of their work, is not to be construed as publication adversely affecting the reserved rights of J-U-B. Any reuse without written consent by J-U-B, or without verification or adoption by J-U-B for the specific purpose intended by the reuse, will be at CLIENT’s sole risk and without liability or legal exposure to J-U-B. The CLIENT shall release, defend, indemnify, and hold J-U-B harmless from any claims, damages, actions or causes of action, losses, and expenses, including reasonable attorneys’ and expert fees, arising out of or resulting from such reuse. CONSTRUCTION PHASE SERVICES It is understood and agreed that J-U-B does not have control over, and neither the professional activities of J-U-B nor the presence of J-U-B at the Project Site shall give, J-U-B control over contractor(s) work nor shall J-U-B have authority over or responsibility for the means, methods, techniques, sequences or procedures of construction selected by contractor(s), for safety precautions and programs incident to the work of the contractor(s) or for any failure of contractor(s) to comply with laws, rules, regulations, ordinances, codes or orders applicable to contractor(s) furnishing and performing their work or providing any health and safety precautions required by any regulatory agencies. Accordingly, J-U-B does not guarantee or warrant the performance of the construction contracts by contractor(s), nor assume responsibility of contractor(s)’ failure to furnish and perform their work in accordance with the Contract Documents. The CLIENT agrees that the general contractor shall be solely responsible for jobsite safety, and CLIENT agrees that this intent shall be set forth in the CLIENT’s contract with the general contractor. The CLIENT also agrees that the CLIENT, J-U-B, and J-U-B’s subconsultants shall be indemnified by the general contractor in the event of general contractor’s failure to assure jobsite safety and shall be made additional insureds under the general contractor’s policies of general liability insurance. If Standard Exhibit A – Construction Phase Services is attached, the additional terms contained therein apply to this Agreement. OPINIONS OF COST AND PROJECT FINANCIAL INFORMATION CLIENT understands that J-U-B has no control over the cost of labor, materials, equipment or services furnished by others, the contractor(s)’ methods of determining prices, nor bidding or market conditions. J-U-B’s opinions of probable Project costs and construction, if any, are to be made on the basis of J-U-B’s experience, and represent J-U-B’s best judgment as a professional engineer, familiar with the construction industry. CLIENT understands and acknowledges that J-U-B cannot and does not guarantee that proposals, bids or actual Project or construction costs will not vary from opinions of probable cost prepared by J-U-B. J-U-B’s Services to modify the Project to bring the construction costs within any limitation established by the CLIENT will be considered Additional Services and paid for as such by the CLIENT in accordance with the terms herein. CLIENT agrees that J-U-B is not acting as a financial advisor to the CLIENT and does not owe CLIENT or any third party a fiduciary duty pursuant to Section 15B of the Exchange Act with respect to J-U-B’s professional Services. J-U-B will not give advice or make specific recommendations regarding municipal securities or investments and is therefore exempt from registration with the SEC under the municipal advisors rule. CLIENT agrees to retain a registered financial municipal advisor as appropriate for Project financing and implementation. TIMES OF PAYMENTS J-U-B shall submit monthly statements for Services rendered and for expenses incurred, which statements are due on presentation. CLIENT shall make prompt monthly payments. If CLIENT fails to make any payment in full within thirty (30) days after receipt of J-U-B’s statement, the amounts due J-U-B will accrue interest at the rate of 1% per month from said thirtieth day or at the maximum interest rate allowed by law, whichever is less. If the CLIENT fails to make payments when due or otherwise is in breach of this Agreement, J-U-B may suspend performance of Services upon five (5) days’ notice to the CLIENT. J-U-B shall have no liability whatsoever to the CLIENT for any costs or damages as a result of such suspension caused by any breach of the Agreement by the CLIENT. Upon cure of breach or payment in full by the CLIENT within thirty (30) days of the date breach occurred or payment is due, J-U-B shall resume Services under the Agreement, and the time schedule and compensation shall be equitably adjusted to compensate for the period of suspension, plus any other reasonable time and expense necessary for J-U-B to resume performance. If the CLIENT fails to make payment as provided herein and cure any other breach of this Agreement within thirty (30) days after suspension of Services, such failure shall constitute a material breach of this Agreement and shall be cause for termination of this Agreement by J-U-B. CLIENT shall promptly review J-U-B’s invoices and shall notify J-U-B in writing of any dispute with said invoice, or portion thereof, within thirty (30) days of receipt. Failure to provide notice to J-U-B of any dispute as required herein shall constitute a waiver of any such dispute. CLIENT shall pay all undisputed portions of such invoice as required by this Agreement. Client shall not withhold any payment or portion thereof as an offset to any current or prospective claim. TERMINATION The obligation to provide further Services under the Agreement may be terminated by either party upon thirty (30) days’ written notice. If this Agreement is terminated by either party, J-U-B will be paid for Services and Additional Services rendered and for expenses incurred. In addition to any other remedies at law or equity, if the Agreement is terminated by Page 4 of 4 the CLIENT for reasons other than J-U-B’s material breach of this Agreement, or is terminated by J-U-B for CLIENT’s material breach of this Agreement, J-U-B shall be paid a termination fee which shall include: the cost and expense J-U-B incurs in withdrawing its labor and resources from the Project, the costs and expense incurred by J-U-B to obtain and engage in a new Project with the labor and resources withdrawn from the Project, and the lost profit on the remainder of the work. RISK ALLOCATION In recognition and equitable allocation of relative risks and benefits of the Project, CLIENT limits the total aggregate liability of J-U-B and its employees and consultants, whether in tort or in contract, for any cause of action, as follows: 1) for insured liabilities, to the amount of insurance then available to fund any settlement , award, or verdict, or 2) if no such insurance coverage is held or available with respect to the cause of action, twenty five thousand dollars ($25,000.00) or one hundred percent (100%) of the fee paid to J-U-B under this Agreement, whichever is less. J-U-B carries professional liability insurance and will provide a certificate of insurance at the request of the CLIENT. For purposes of this section, attorney fees, expert fees and other costs incurred by J-U-B, its employees, consultants, insurance carriers in the defense of such claim shall be included in calculating the total aggregate liability. The CLIENT agrees that J-U-B is not responsible for damages arising directly or indirectly from any delays for causes beyond J-U-B’s control. For purposes of this Agreement, such causes include, but are not limited to, strikes or other labor disputes; emergencies or acts of God; failure of any government agency or other third party to act in a timely manner; failure of performance by the CLIENT or the CLIENT’s contractors or consultants; or discovery of any hazardous substance or differing site conditions. In addition, if the delays resulting from any such causes increase the cost or time required by J-U-B to perform its Services in an orderly and efficient manner, J-U-B shall be entitled to an equitable adjustment in schedule and compensation. Notwithstanding any other provision contained within this Agreement, nothing shall be construed so as to void, vitiate, or adversely affect any insurance coverage held by either party to this Agreement. The CLIENT further agrees that, to the fullest extent permitted by law, no shareholder, officer, director, or employee of J-U-B shall have personal liability under this Agreement, or for any matter in connection with the professional services provided in connection with the Project. Neither CLIENT nor J-U-B shall be responsible for incidental, indirect, or consequential damages. HAZARDOUS WASTE, ASBESTOS, AND TOXIC MATERIALS The CLIENT agrees, notwithstanding any other provision of this Agreement, to the fullest extent permitted by law, to indemnify and hold harmless J-U-B, its officers, employees, successors, partners, heirs and assigns (collectively, J-U-B) from and against any and all claims, suits, demands, liabilities, losses, damages or costs, including reasonable attorneys’ fees and defense costs arising out of or in any way connected with the detection, presence, handling, removal, abatement, or disposal of any asbestos or hazardous or toxic substances, products or materials that exist on, about or adjacent to the Project location, whether liability arises under breach of contract or warranty, tort, including negligence, strict liability or statutory liability or any other cause of action, except for the sole negligence or willful misconduct of J-U-B. RIGHT OF ENTRY The CLIENT shall provide J-U-B adequate and timely access to all property reasonably necessary to the performance of J-U-B and its subconsultant’s services. The CLIENT understands that use of testing or other equipment may unavoidably cause some damage, the correction of which, or compensation for, is expressly disclaimed by J-U-B. Any such costs incurred are CLIENT’s sole responsibility. MEDIATION BEFORE LITIGATION Any and all disputes arising out of or related to the Agreement, except for the payment of J-U-B’s fees, shall be submitted to nonbinding mediation before a mutually-acceptable mediator as a condition precedent to litigation or other binding adjudicative procedure unless the parties mutually agree otherwise. The CLIENT further agrees to include a similar mediation provision in all agreements with independent contractors, consultants, subcontractors, subconsultants, suppliers and fabricators on the Project, thereby providing for mediation as the primary method for dispute resolution among all the parties involved in the Project. In the event the parties are unable to agree on a mediator, said mediator shall be appointed by a court of competent jurisdiction or, if not possible, the American Arbitration Association. If a dispute relates to, or is the subject of a lien arising out of J-U-B’s Services, J-U-B or its subconsultants may proceed in accordance with applicable law to comply with the lien notice and filing deadlines prior to submission of the matter by mediation. LIMITATION PERIODS For statutes of limitation or repose purposes, any and all CLIENT claims shall be deemed to have accrued no later than the date of substantial completion of J-U-B’s Services. LEGAL FEES For any action arising out of or relating to this Agreement, the Services, or the Project, each party shall bear its own attorneys fees and costs. SURVIVAL All express representations, waivers, indemnifications, and limitations of liability included in this Agreement will survive its completion or termination for any reason. EXTENT OF AGREEMENT In entering into this Agreement, neither party has relied upon any statement, estimate, forecast, projection, representation, warranty, action, or agreement of the other party except for those expressly contained in this Agreement. CLIENT shall include a similar provision in its contracts with any contractor, subcontractor, or consultant stating that any such contractor, subcontractor, or consultant is not relying upon any statement, estimate, forecast, projection, representation, warranty, action, or agreement of J-U-B when entering into its agreement with CLIENT. This Agreement represents the entire and integrated agreement between the CLIENT and J-U-B and supersedes all prior negotiations, representations or agreements, either written or oral. The Agreement may be amended only by written instrument signed by both CLIENT and J-U-B. In the event any provision herein or portion thereof is invalid or unenforceable, the remaining provisions shall remain valid and enforceable. Waiver or a breach of any provision is not a waiver of a subsequent breach of the same of any other provision. SUCCESSORS AND ASSIGNS Neither party shall assign, sublet, or transfer any rights or interest (including, without limitation, moneys that are due or may become due) or claims under this Agreement without the prior, express, written consent of the other, except to the extent that any assignment, subletting, or transfer is mandated or restricted by law. Unless specifically stated in any written consent to an assignment, no assignment will release the assignor from any obligations under this Agreement. No third party beneficiary rights are intended or created under this Agreement, nor does this Agreement create any cause of action in favor of any third party hereto. J-U-B’s Services under this Agreement are being performed solely for the CLIENT’s benefit, and no other party or entity shall have any claim against J-U-B because of this Agreement or the performance or nonperformance of Services hereunder. In the event of such third party claim, CLIENT agrees to indemnify and hold J-U-B harmless from the same. The CLIENT agrees to require a similar provision in all contracts with contractors, subcontractors, consultants, vendors and other entities involved in the Project to carry out the intent of this provision to make express to third parties that they are not third party beneficiaries. CONTROLLING LAW, JURISDICTION, AND VENUE This Agreement shall be interpreted and enforced in and according to the laws of the state in which the Project is primarily located. Venue of any dispute resolution process arising out of or related to this Agreement shall be in the state in which the Project is primarily located and subject to the exclusive jurisdiction of said state. CYBER INSURANCE CLIENT shall maintain and submit proof of Cyber-Liability insurance coverage with limits no less than $2M to cover claims, damages, or costs resulting from or related to a cybersecurity incident involving CLIENT’s systems that affects J-U-B including, but not limited to, costs incurred by J-U-B resulting from said incident. Whether or not covered by CLIENT’s insurance, CLIENT shall indemnify, defend, and hold J-U-B harmless from any claims, damages, or costs related to any cybersecurity incident. J-U-B Agreement for Professional Services Attachment 1 – Scope of Services, Schedule, and Basis of Fee Page 1 J-U-B ENGINEERS, Inc. AGREEMENT FOR PROFESSIONAL SERVICES Attachment 1 – Scope of Services, Basis of Fee, and Schedule PROJECT NAME: Riverside Lift Station CLIENT: City of Rexburg J-U-B PROJECT NUMBER: 85-23-XXX CLIENT PROJECT NUMBER: n/a ATTACHMENT TO: ☒ AGREEMENT DATED: 10/25/2023 The referenced Agreement for Professional Services executed between J-U-B ENGINEERS, Inc. (J-U-B) and the CLIENT is amended and supplemented to include the following provisions regarding the Scope of Services, Basis of Fee, and/or Schedule: PROJECT UNDERSTANDING J-U-B’s understanding of this project’s history and CLIENT’s general intent and scope of the project are described as follows: The CLIENT (City of Rexburg) has requested J-U-B Engineers, Inc. (J-U-B) to provide engineering services for the new Riverside Lift Station (LS) project. An overview of the project scope is summarized below. The Riverside LS will be located north of the canal adjacent to Riverside Park on the east side of the railroad tracks. The intent of the project is to replace the existing Valley River LS located to the east. Odor and corrosion control measures will be evaluated for implementation at the new LS and/or off-site upstream of the LS. The CLIENT will be responsible for all off-site infrastructure to convey wastewater to the new LS and for abandonment of the existing Valley River LS. Engineering services to be provided by J-U-B will include: • Preliminary Design Phase Services • Design Phase Services • Bid/Award Phase Services • Construction Phase Services • Post-Construction Phase Services J-U-B’s Services under this Agreement are limited to the Preliminary Design Phase Services as detailed in the following tasks. Subsequent phase services will be added to later by contract amendment after the scope and configuration of the new lift station and corrosion/odor control measures have been identified and selected for implementation by the CLIENT during the Preliminary Design Phase. SCOPE OF SERVICES BY J-U-B J-U-B’s Services under this Agreement are limited to the following tasks. Any other items necessary to plan and implement the project, including but not limited to those specifically listed in PART 3, are the responsibility of CLIENT. Task 010: Project Management (Preliminary Design) Subtask 001 Admin Set up project into J-U-B’s financial and record keeping systems for document retention and project controls. J-U-B Agreement for Professional Services Attachment 1 – Scope of Services, Schedule, and Basis of Fee Page 2 Communicate and coordinate subconsultant activities under J-U-B, if necessary. Regularly monitor project status, budget and schedule. During periods of project activity, provide a regular report to CLIENT on project status, budget, and schedule. Provide a monthly invoice including budget status. Subtask 002 Client Mtgs/Workshop Coordinate and attend the following CLIENT meetings (held at Rexburg City Hall and/or via Teams): Kickoff Meeting PER Review Workshop #1 Task 020: Preliminary Design Phase Services Subtask 001 Base Map Preparation Using data provided by CLIENT, prepare topographic survey and boundary base maps. Prepare base mapping for the project using the survey data. Assumptions: CLIENT will provide the following: • Set control points at intervisible intervals for future construction. • Perform a topographic survey of the project area including surface features and elevations and underground utilities marked in the field at the time. Include the water surface elevations at the adjacent Walter’s recharge pond and the canal. • Request locates from Digline and CLIENT. Existing utilities identified and located by others will be surveyed as marked and available; utilities identified in record drawings provided by CLIENT will be included in the project base map in an approximate way only. • Complete a boundary survey to establish control and locate boundaries at the LS site. Property pins will be identified and located by the field crews in this survey wherever they are readily recoverable as part of their overall survey effort. Right-of- way and easements will be researched to verify location. • Any needed property acquisition or easements will be performed by others. Deliverables: Base map topographic drawing for the new Riverside LS project area. Subtask 002 Hydraulic Evaluation Using the InfoSWMM hydraulic computer model developed as part of the December 2019 Collection System Master Plan, perform modeling of the proposed improvements to: Develop system curves for selection of pumps for the initial scenario of discharging from the new LS to the existing force main on 4th N St to the WWTP and for a future scenario of discharging to a new force main to be constructed on 7th N St and shared by the Barney Dairy LS. Confirm design flow criteria (avg daily, max daily, peak hourly). Subtask 003 Odor/Corrosion Control Evaluation Provide guidance to the CLIENT to conduct a sampling and testing program to evaluate the extent of corrosion and odor constituents and to identify potential sources of corrosion and odor causing constituents present in the wastewater that will be conveyed to the new Riverside LS. See PART 3.A for description of CLIENT-provided work. Evaluate and summarize the raw data collected by the CLIENT. Identify and evaluate potential control strategies for addressing the corrosion and odor concerns. Recommend a control strategy for either implementation or further evaluation by pilot testing. Engineering services that may be required for pilot testing are not part of this current scope but will be added as Additional Services if needed. J-U-B Agreement for Professional Services Attachment 1 – Scope of Services, Schedule, and Basis of Fee Page 3 Subtask 004 Geotechnical Investigation J-U-B will retain the services of a Subconsultant, (STRATA), who will perform geotechnical engineering services on the Project. Their work will be limited to the scope of services included by reference in the attached Exhibit 1-A. In general, their work will include research, field investigation, and an evaluation of the subsurface conditions to facilitate the design of the project and to provide bidders a reasonable understanding of subsurface and groundwater conditions necessary for bidding of the project. Design and construction phase services that may be needed will be added by amendment at a later date including review of plans and specs, Contractor submittals, and Contractor’s dewatering plan as well as conducting field observation to determine general compliance with the construction Contract Documents. J-U-B and Client have met and discussed the approach to dewatering specified in this scope of services. Client agrees that J-U-B’s scope of services is sufficient for the purposes intended and meets the Standard of Care. With any project involving dewatering, unforeseen conditions making dewatering more difficult than anticipated may occur on the project, which may impact the project budget, schedule, or both. The Client acknowledges this fact and should be prepared with budget or schedule contingencies to mitigate these circumstances. Client agrees to indemnify and hold J-U-B harmless from any and all claims, damages, or expenses resulting from the dewatering aspects of the project unless such claims are a direct result of J-U-B’s negligent acts, errors, or omissions. To address groundwater issues for the project, J-U-B will provide basic information to a bidder so they can make a reasonably informed bid and then let the contractor determine the means and methods of dewatering the project using a performance-based technical specification. J-U-B will insert or reference the Geotechnical Report into the Project Manual and will coordinate the geotechnical engineer’s work but otherwise assumes no responsibility or liability for the resulting recommendations. Any wells, test pits, or exploratory excavations included in J-U-B’s scope of work are only for purposes of viewing and documenting the subsurface conditions at the location and time of the investigation. Subtask 005 Electrical/Control Engineering J-U-B will retain the services of a Subconsultant (DC Electric), who will perform electrical/control engineering services on the Project. Their work will be limited to the scope of services included by reference in the attached Exhibit 1-B. The optional site visit is not included in the current scope and budget. Subtask 006 Preliminary Engineering Report Based on technical data developed in other subtasks, prepare a PER in accordance with IDAPA 58.01.16.411. The PER will identify major project design criteria, major equipment selections, updated preliminary design probable cost opinions (AACEI Class 4), revised schedules, and incorporate 30% Plans. Evaluate a triplex submersible configuration vs. a self-cleaning trench-style wetwell/drywell configuration. The type of configuration for implementation will be selected in coordination with CLIENT. Include an aboveground structure to house the LS electrical and control gear and incorporate a restroom facility (separate for men and women) into the structure. The type of building structure for implementation will be selected in coordination with CLIENT. Address site access from the existing canal bridge to the LS and maintenance vehicle parking. Address permanent stormwater control/management features. Communicate and coordinate J-U-B team activities with kickoff and progress meetings as required. Include the following 30% drawings: J-U-B Agreement for Professional Services Attachment 1 – Scope of Services, Schedule, and Basis of Fee Page 4 Site layout drawing LS layout drawings (plan and key sections) Structure layout drawing (plan and key sections) Assumptions: This scope assumes that the DEQ approved Wastewater Collection System Master Plan dated December 2019 satisfies the requirements of IDAPA 58.01.16.410 for facility plans. Noise mitigation measures will not be included in the scope. Landscaping and irrigation system design will not be included in the scope. No floodplain development permit or establishment of base flood elevations will be required. If a building permit from the City of Rexburg is required, the CLIENT will prepare the submittal package and submit to the proper department along with payment of all required fees. No waterway crossings are necessary and, as such, permitting is not required with US Corps of Engineers or any irrigation district. No other agency coordination or permitting in addition to those listed in this section will be required, such as conditional use permitting. Deliverables: Submit draft PER ( PDF and two hard copies) for CLIENT review / approval. Revise the PER based on CLIENT comments received during review meeting. Submit final PER to CLIENT (PDF and two hard copies) and IDEQ (PDF) for review and approval. Respond to IDEQ comments as applicable and issue final PER to CLIENT (PDF and two hard copies) and IDEQ (PDF). Subtask 007 Internal QC Review Coordinate and perform internal quality assurance / quality control (QA/QC) processes. Task 030: Design Phase Services The scope of work for this task will be developed upon approval of the PER and added by contract amendment at a later date. Task 040: Bidding and Award Phase Services The scope of work for this task will be developed upon approval of the PER and added by contract amendment at a later date. Task 050: Construction Phase Services The scope of work for this task will be developed upon approval of the PER and added by contract amendment at a later date. Task 060: Post-Construction Phase Services The scope of work for this task will be developed upon approval of the PER and added by contract amendment at a later date. Task 070: Project Closeout The scope of work for this task will be developed upon approval of the PER and added by contract amendment at a later date. J-U-B Agreement for Professional Services Attachment 1 – Scope of Services, Schedule, and Basis of Fee Page 5 CLIENT-PROVIDED WORK AND ADDITIONAL SERVICES CLIENT-Provided Work - CLIENT is responsible for completing, or authorizing others to complete, all tasks not specifically included above in PART 2 that may be required for the project including, but not limited to: Provide surveying services. Provide all engineering services for: Infrastructure and piping to convey wastewater to the LS site and from the LS site to the discharge location Abandoning the existing Valley River LS Extending water service to the LS site Control System Integration and SCADA programming For the corrosion and odor control evaluation: Purchase (or rent), install, monitor, and collect data from instruments installed at points in the collection system selected in coordination with J-U-B Collect and analyze wastewater samples for dissolved gases in coordination with J-U-B Provide raw data to J-U-B for further analysis Obtain all right-of-way and easements for the project and coordination with public and Union Pacific RR and adjacent property owners and businesses. Provide ongoing review of J-U-B’s work and timely consideration of design inquiries within a time acceptable to both the CLIENT and J-U-B. Make all payments required to secure easements, license agreements, review fees, recording fees and any permitting costs for construction of the proposed project. Coordinate with electrical power utility for provision of power to the lift station using projected loads provided by J-U-B’s subconsultant. Secure funding for the engineering services and construction of improvements. Additional Services - CLIENT reserves the right to add future tasks for subsequent phases or related work to the scope of services upon mutual agreement of scope, additional fees, and schedule. These future tasks, to be added by amendment at a later date as Additional Services, may include: Tasks identified as not part of the current scope may be added by contract amendment at a later date. BASIS OF FEE AND SCHEDULE OF SERVICES CLIENT shall pay J-U-B for the identified Services in PART 2 as follows: For Lump Sum fees: The portion of the Lump Sum amount billed for J-U-B’s services will be based upon J-U-B’s estimate of the percentage of the total services actually completed during the billing period. For Time and Materials (T&M) fees: For all services performed on the project, Client shall pay J-U-B an amount equal to the cumulative hours charged to the Project by each class of J-U-B’s personnel times J-U-B's standard billing rates. Client shall pay J-U-B for J-U-B’s Consultants’ charges times a multiplier of 1.1. J-U-B may alter the distribution of compensation between individual tasks to be consistent with services actually rendered while not exceeding the total project amount. CLIENT acknowledges that the J-U-B will not be responsible for impacts to the schedule by actions of others over which J-U-B has no control. J-U-B Agreement for Professional Services Attachment 1 – Scope of Services, Schedule, and Basis of Fee Page 6 Electronic deliverables provided to the CLIENT as part of the work described within this Attachment are subject to the provisions of J-U-B's “electronic document/data limited license” found at edocs.jub.com Period of Services If the period of service for the Tasks identified above is extended beyond 12 months or if the Project has stop/start iterations, the compensation amount for J-U-B's services may be appropriately adjusted to account for salary adjustments, extended duration of project management and administrative services, and/or costs related to stop/start cycles including necessary monitoring and communication efforts during inactive periods. The following table summarizes the fees and anticipated schedule for the services identified in PART 2. Certification Concerning Boycott of Israel. Pursuant to Idaho Code section 67-2346, J-U-B certifies that it is not currently engaged in, and will not for the duration of the Agreement engage in, a boycott of goods or services from Israel or territories under its control. Certification Concerning Government Ownership or Operation. Pursuant to Idaho Code section 67-2359, J-U-B certifies that is not owned or operated by the government of China and will not for the duration of this contract Exhibit(s): • Exhibit 1-A: Proposal from STRATA dated September 12, 2023 • Exhibit 1-B: Proposal from DC Engineering dated September 13, 2023 For internal J-U-B use only: PROJECT LOCATION (STATE): Idaho TYPE OF WORK: City R&D: Yes GROUP: Municipal PROJECT DESCRIPTION(S): Sewer/Wastewater Collection/Treatment/Disposal (S04)Sewer/Wastewater Collection/Treatment/Disposal (S04)Sewer/Wastewater Collection/Treatment/Disposal (S04) Planning (P05) J-U-B Agreement for Professional Services Attachment 1 – Scope of Services, Schedule, and Basis of Fee Page 7 Exhibit 1-A 208.523.8781 | 1652 Woodruff Park, Idaho Falls, Idaho 83401 stratageotech.com September 12, 2023 File: IFP23113 Jordan Parker, P.E. J-U-B Engineers, Inc. 400 Memorial Drive Idaho Falls, Idaho 83402 Phone: (208) 220-5883 Email: jparker@jub.com RE: REVISED PROPOSAL Geotechnical Engineering Evaluation City of Rexburg Lift Station 50 W 2nd N Rexburg, Idaho Dear Mr. Parker, STRATA is pleased to present this proposal to provide a Geotechnical Engineering Evaluation in support of the planned lift station at the approximate address of 50 W 2nd N in Rexburg, Idaho. We have prepared this proposal based on our electronic correspondence with you, our experience with similar past projects and projects in the area, as well as our review of the provided project description and location. Our geotechnical evaluation will explore the subsurface soil at the project site and develop geotechnical engineering recommendations to assist in project planning, design, and construction of the proposed lift station. At STRATA, we are committed to providing quality, innovative, and cost-effective geotechnical engineering services for J-U-B Engineers, Inc. (J-U-B). The following paragraphs describe our project understanding, background, proposed scope of services, estimated schedule, and fees. PROJECT UNDERSTANDING Proposed Construction and Existing Conditions We understand that this project includes replacing an existing lift station with a new lift station in the vicinity of 50 W 2nd N. The proposed lift station will be located approximately 1,000 feet west of the existing lift station. Based on our current project understanding, the proposed lift station will be constructed approximately 25 to 35 feet below existing grades. The lift station is assumed to be supported by a raft/mat foundation. Preliminary structural loading was not available during the preparation of this proposal. A review of the publicly available historical aerial images for the area around the site revealed that in the area surrounding the proposed lift station, the Rexburg Canal is approximately 75-feet to the south, an asphalt parking lot and railroad tracks are approximately 200-feet to the west, Walters Gravel Pit and the South Fork Teton River are approximately 700-feet to the north, and a park is to the east. The site is relatively flat, sloping gently to the west following the flow of the South Fork Teton River. Anticipated Subsurface Conditions To identify the site’s soil characteristics, we reviewed publicly available historical aerial images, Idaho Department of Water Resources (IDWR) water well logs, United States Department of Agriculture (USDA) web soil survey information, United States Geological Survey (USGS) national water information system, state flood zone maps, and published geologic maps. Our research and previous experience suggest subsurface Revised Proposal – Geotechnical Engineering Evaluation City of Rexburg Lift Station – Rexburg, Idaho File: IFP23113 Page 2 stratageotech.com © 2023 by STRATA. All rights reserved. conditions will comprise of gravel, sand, silt, and clay alluvium of the active South Fork Teton River floodplain. This active alluvium layer is expected to be less than 30 feet thick, underlain by well-rounded cobble to pebble gravel outwash of the South Fork Teton River. Based on a review of publicly available historical arial imagery, some previous site disturbance near the proposed lift station has occurred and it is possible that we may encounter undocumented fill associated with previous site development during our field exploration. We expect depth of bedrock to be greater than 50 feet, and groundwater to be approximately 10 to 15 feet. The flow of the South Fork Teton River varies greatly throughout the year, with peak flow occurring during seasonal runoff in May and June. Project Approach Based on the anticipated surface and subsurface conditions, hollow-stemmed auger exploration is considered the most appropriate drilling technique for subsurface exploration at the site. Therefore, we propose to advance one boring to a depth of 40 feet. We expect to complete the advancement of the boring to target depth; however, if shallow refusal is encountered due to the presence of cobbles, boulders, or very dense conditions, the engineering design parameters will be estimated based on correlations or our experience with similar material in lieu of laboratory testing. SCOPE OF SERVICE Based on the above project understanding, we propose to accomplish the following scope of service, if authorized: 1. Coordinate with J-U-B and the City of Rexburg, as necessary, to delineate exploration schedules, locations, utility issues, cleanup expectations, site access issues, and other exploration-specific considerations. 2. Conduct a site visit to establish and pre-mark the proposed exploration location prior to public and private utility locations. Pre-marking exploration locations are typically required by the regional utility locate service. In accordance with Idaho state law, we will contact the regional utility service, DIG LINE IDAHO's one-call notification system, to locate utilities at each site and limit the potential for damage to existing utilities at the exploration locations. Locating private utilities, if applicable, is the owner's responsibility or can be performed for additional fees. Once the locations have been established in accordance with state law, STRATA shall not be responsible for damage to unmarked utilities. 3. Subcontract a truck/trailer-mounted drill rig and operator to advance one exploratory boring at the site up to 40-feet below the ground surface. We will obtain Standard Penetration Test (SPT) soil samples at 2.5- to 5.0-foot intervals, beginning at the ground surface and extending to the boring's termination depth. We do not anticipate that bedrock will be encountered within the proposed depths. However, if bedrock is encountered, we do not propose to accomplish rock coring during exploration. 4. Log the subsurface profile and visually describe and classify the soil encountered, referencing the Unified Soil Classification System (USCS). We will stake/paint and label the location to assist in future surveying. Additionally, we will document the exploration location using a recreational-grade global positioning system (GPS) device. 5. Subcontract to install one 4-inch diameter groundwater monitoring well to a depth of 30 feet below the ground surface within the exploratory boring advanced at the site. An initial groundwater reading will be taken at the conclusion of our field work. Our scope of services does not include groundwater monitoring or additional visits to record groundwater levels. We can provide groundwater monitoring on a time and expense basis, if desired. 6. STRATA will perform testing at our accredited laboratory. Soil samples recovered during our subsurface exploration will be identified in accordance with the USCS. Specific samples may be tested to define their Revised Proposal – Geotechnical Engineering Evaluation City of Rexburg Lift Station – Rexburg, Idaho File: IFP23113 Page 3 stratageotech.com © 2023 by STRATA. All rights reserved. physical and engineering properties further. The anticipated testing program could include—but is not limited to—those shown in the following table (quantities are approximate). Test Designation Anticipated Quantity USCS classification 3 Moisture content determination by mass 3 Particle-size distribution (passing #200 sieve only) 2 Particle-size distribution 1 Atterberg limits 1 Chemistry suite (sulfates, pH, resistivity) 1 We will retain soil samples in our laboratory for 60 days following the completion of our geotechnical engineering evaluation report; the samples will subsequently be discarded unless we are asked to retain the samples for a longer period. 7. Review the team's design development documents to provide geotechnical design and construction recommendations for the following:  Geotechnical seismic design parameters  International Building Code (IBC) site classification  Seismic design accelerations  Liquefaction potential  Earthwork  Site preparation o Site stripping o Undocumented fill removal, if required  Excavation characteristics  Limited discussion on temporary shoring (does not include providing shoring recommendations)  Soil product specifications and required compaction o Structural Fill requirements o Onsite soil re-use feasibility o Required compaction  Wet weather, wet soil construction, and over-excavations  Dewatering considerations  Geosynthetic applications (if necessary)  Lateral earth pressures for below-grade structure elements, including the following:  Active equivalent fluid pressures (EFPs), at-rest EFPs, and passive EFPs  Seismic EFP’s  Drainage considerations  Foundation design  Allowable foundation bearing pressure, and the bearing pressure increase from the transient loading conditions  Total and differential foundation settlement estimates Revised Proposal – Geotechnical Engineering Evaluation City of Rexburg Lift Station – Rexburg, Idaho File: IFP23113 Page 4 stratageotech.com © 2023 by STRATA. All rights reserved.  Coefficient of foundation base sliding friction (fs)  Frost penetration depth  Minimum slab/foundation aggregate support section  Modulus of subgrade reaction (k) for concrete slab-on-grade floors (If needed)  Drainage considerations 8. Prepare a geotechnical engineering evaluation report deliverable, including exploration logs, laboratory test results, and related visual aids. ESTIMATED SCHEDULE AND FEES Depending on drilling subcontractor availability, we can typically perform the field exploration within 4-6 weeks of receiving notice to proceed. We anticipate fieldwork will require 1 business day onsite. Laboratory testing will require 10 to 15 business days, and our final report will be issued approximately 10 to 15 business days following the completion of laboratory testing. Our final report will be stamped by a professional engineer licensed in the state of Idaho. We do not propose to provide a draft report prior to publication of the final report. Our fee for the proposed geotechnical engineering evaluation is based on our understanding of the proposed project, schedule, and anticipated subsurface conditions. If the project is abandoned, we will bill for all services rendered up to the time we receive notification of project abandonment. We will not exceed the quoted fee without your authorization. We provide a cost estimate in the table below: Services Fee Geotechnical Engineering Evaluation $20,400.00 (Lump Sum) Review of Plans and Specifications Time & Expense* Construction Observation and Testing Time & Expense* *STRATA can prepare a proposal and fee estimate for these services upon your request. STRATA’s fee does not include attendance at meetings, revisions to the final report, or other correspondence. The fee for these items would be billed on a time-and-expense basis. If we become aware of conditions that could affect our scope of service or the proposed fee, we will notify you immediately. The estimated project fees are based on the scope of services outlined in this proposal. LIMITATIONS To prepare this proposal and provide a fee estimate for the described scope of services, we made necessary assumptions, including the following:  Prior to mobilization, the client will provide STRATA with the legal right of entry to the site (and other areas, if required) to conduct the scope of services.  Permits are not required to access the site or for any work related to geotechnical field investigation.  The site is accessible by a truck/trailer-mounted drill rig, and that exploration will not require snow or ice removal for site access.  The site is readily accessible with rubber-tire equipment and a passenger vehicle.  The client will notify STRATA, prior to mobilization, of any restrictions, special site access requirements, or known potentially hazardous conditions at the site (e.g., hazardous materials or processes, specialized protective equipment requirements, unsound structural conditions, etc.) Revised Proposal – Geotechnical Engineering Evaluation City of Rexburg Lift Station – Rexburg, Idaho File: IFP23113 Page 5 stratageotech.com © 2023 by STRATA. All rights reserved.  Traffic control services will not be necessary to perform the proposed field exploration.  Field exploration will be completed within one working day.  A deep (100-foot) boring, as required by the IBC for seismic design, will not be completed. Therefore, the site classification for the seismic design will be based on geologic information available at the project location and/or will assume that the soil/rock encountered at the maximum depth explored extends at least 100-feet below the ground surface. A more favorable site classification may (or may not) be recommended if one boring is advanced to a depth of 100-feet or if geophysical methods (shear wave velocity survey) are utilized at an additional cost.  The structure included in this scope of work will be supported on shallow foundations. Deep foundation options will not be evaluated.  We do not propose to provide any environmental services, shoring design, subsurface infiltration testing, groundwater monitoring, or any other services not stated in this proposal. If you desire this or any additional information, please contact us for a revised proposal.  Subsurface exploration activities will cause disturbance to the site. At the conclusion of our work, exploration locations will be backfilled level with the surrounding ground surface. No other site restoration is included in this proposal, and additional site restoration (such as landscaping and removal or grading of excess excavation spoils), if necessary, is the responsibility of the client.  Additional exploration charges resulting from unanticipated subsurface conditions, access restrictions, adverse weather, etc., will be charged on a time-and-expense basis but only after receiving prior approval from the client.  As a safety precaution, we will not proceed with the subsurface investigation if we suspect unmarked utilities are present. STRATA's geotechnical involvement is limited to verifying the geotechnical recommendations provided in our geotechnical evaluation. Therefore, STRATA is not assuming the engineer-of-record role for any portion of the project except those specifically listed in our geotechnical evaluation. However, if it is determined that geologic or seismic hazards are present and remediation is necessary, we will discuss mitigation methods with J-U-B. As such, an additional proposal will be provided for developing the mitigation design and the foundation solution for the project. Further, we do not propose installing groundwater monitoring wells or providing groundwater depth fluctuations by season. In addition to the above assumptions, our proposed scope of services is intended to provide a geotechnical engineering evaluation for the proposed Rexburg Lift Station project, located in Rexburg, Idaho. We provide this proposed scope of services based on our understanding of the project requirements at this time; however, additional engineering analyses and field exploration may be required as a result of unique or unusual soil, rock, or groundwater conditions exposed during exploration around the proposed structure. If we are authorized to provide the services outlined in this proposal, we further recommend STRATA be retained to observe that the conditions encountered during construction are consistent with the conditions exposed in explorations. This is critical to the overall geotechnical design process and is the standard of care in the industry. If we are not retained to confirm the conditions encountered and observe our recommendations are followed, we cannot be responsible for construction-related errors, omissions, or contractor or designer misinterpretations of our report recommendations. Revised Proposal – Geotechnical Engineering Evaluation City of Rexburg Lift Station – Rexburg, Idaho File: IFP23113 Page 6 stratageotech.com © 2023 by STRATA. All rights reserved. ADDITIONAL SERVICES Geotechnical Design Continuity Following report distribution, we recommend that STRATA be retained to assist the project design team in implementing and confirming the applicability of our geotechnical design recommendations. This continuity is beneficial as project planning progresses and design plans are developed, considering the potentially limited information that is available at the time the geotechnical evaluation is completed. Retaining STRATA during planning, design, and construction can be critical to the successful implementation of geotechnical constraints and opportunities for your project. Review of Plans and Specifications We recommend that STRATA be retained to accomplish a review of earthwork and liner portions of the plans and specifications as they become available. Our experience has been that having STRATA review the construction documents decreases the potential for errors and reduces costly changes to the contract during construction. In addition, STRATA can prepare a proposal and fee estimate for these services upon your request. Construction Observation and Testing We recommend that STRATA be retained to provide observation, testing, and consultation during construction to verify our design assumptions and provide quality control for the project. We can perform materials testing and observation of earthwork, clay and HDPE liner, asphalt, masonry, concrete, and steel reinforcement. Our construction testing and observation personnel are certified to perform the necessary inspections and have the experience to work closely with the project team. If we are not retained to provide earthwork construction observation and testing, we cannot be responsible for soil-engineering-related construction errors or omissions. We propose to provide these services on a time-and-expense basis, and we can prepare a proposal and fee estimate upon your request. AUTHORIZATION We appreciate the opportunity to present this proposal to J-U-B Engineers, Inc. and we look forward to working with you. If the recommended scope of services is acceptable, please provide an Agreement for Subconsultant Services for our review and signature. We will perform our services under the Agreement for Subconsultant Services and this proposal. Again, we sincerely appreciate the opportunity to assist you with this project. If you have any questions about the above scope of service and/or fee, please do not hesitate to contact us. Sincerely, STRATA Marshall Putnam, P.E. Michael Woodworth, P.E. Project Engineer Senior Engineer AS/MP/MW/rrc J-U-B Agreement for Professional Services Attachment 1 – Scope of Services, Schedule, and Basis of Fee Page 8 Exhibit 1-B Proposal for J-U-B Engineers, Rexburg Lift Station PER  September 13, 2023 Page 1 of 4 440 E. Corporate Dr., Suite 103, Meridian, ID 83642 www.dcengineering.net Proposal Agreement to Perform Engineering Services for J-U-B Engineers Proposal Date: September 13, 2023 Services Performed For: Project Name: Rexburg Lift Station PER J-U-B Engineers 2760 W. Excursion Ln. Ste 400 Meridian, ID 83642 Thank you for considering DC Engineering to serve you on the Rexburg Lift Station PER project. We very much appreciate the opportunity to work with you and your team. This proposal is effective as of 9/13/2023, and is entered into by and between DC Engineering and J-U-B Engineers, and is subject to the terms and conditions specified below, as well as the Contract Provisions in the attached Exhibit A. Scope of Services We understand that this project will be located in Rexburg, Idaho and consists of a Lift Station. Configuration options are undetermined for the lift station, and the scope of this proposal is to assist with Electrical and Control sections of a PER to help determine project direction. This proposal assumes the evaluation of two options. Specific discipline work is anticipated as follows: • Assist with electrical and control sections of the PER. • Preliminary load sizing. • Provide opinion of probable cost. Optional: One site visit to review and document existing site conditions. Assumptions While preparing this scope of services and fee estimate, we have made the following assumptions: • Only two design options will be evaluated. Additional station configurations will institute an additional service fee, which can be provided at the time of work. • Process flow diagrams and P&IDs are not covered under the scope of this proposal. Proposal for J-U-B Engineers, Rexburg Lift Station PER  September 13, 2023 Page 2 of 4 Client Responsibilities • Provide relevant project information such as Owner program, objectives, critical success factors, schedule, budget, surveys, and geotechnical reports. The Engineer will rely on the accuracy of information provided. • Identifying a project representative who is authorized to make decisions on the Owner’s or Client’s behalf. • Making decisions and approvals in a timely manner to avoid unreasonable delay in the orderly and sequential progress of Engineer’s services. Schedule The preparation of the PER could be completed within a range of 2 to 4 weeks after notice to proceed and J-U-B’s draft PER are provided to DC Engineering. This assumes all significant coordination items and final bases are provided a minimum of 1 week prior to the final submittal date. Schedules set outside of the specified range could impact total fees and will be addressed as needed. Deliverables • Edited electrical and controls sections of the PER • Opinion of probable construction cost related to electrical and control scope Compensation We propose to provide these services for this project for a fixed fee contract amount of $5,000. The optional site visit could be provided for a fixed fee contract amount of $2,200. Payment Standard payment terms are 45 days after invoice date. Non-payment by Owner does not relieve Client of responsibility of payment in whole to DC Engineering for work performed under this contract. Invoices will be sent to the Client monthly, based upon project milestones and must be paid prior to additional effort/hours being invested into the project. Any invoice not paid within terms is subject to interest at the rate of (12) percent per annum compounded monthly. Non- payment by the Client may constitute a breach of contract, and all work can be stopped on the project. Any unbilled time already accrued to the project will be invoiced and all outstanding amounts must be paid before resumption of work on the project. Payments can be made electronically (preferred) or by check. Proposal for J-U-B Engineers, Rexburg Lift Station PER  September 13, 2023 Page 3 of 4 Checks made payable to: DC Engineering, Inc 440 E Corporate Dr #103 Meridian, ID 83642 Invoices@dcengineering.net 82-0507522 (S-Corp) We have a preference for ACH: First Interstate Bank Routing: 092901683 Account: 352721 With payment advice to: invoices@dcengineering.net This proposal is valid for a period of thirty days from date of issue. If you have any questions, or require additional information, please do not hesitate to ask. Thank you again for your consideration, we are pleased to serve you on this project. Sincerely, DC Engineering, Inc Brandon Goranson Proposal for J-U-B Engineers, Rexburg Lift Station PER  September 13, 2023 Page 4 of 4 Exhibit A – Consultant Contract Provisions for J-U-B Engineers Project Name: Rexburg Lift Station PER 1. CONTRACT – These Contract Provisions and the accompanying Proposal constitute the full and complete Agreement between the parties and may be changed, amended, added to, superseded, or waived only if both parties specifically agree in writing to such amendment of the Agreement. DC Engineering is offering the above mentioned professional engineering services to the client for the project specified and its obligations to the client and to the project shall be limited to the engineering disciplines listed without any other responsibilities or obligations. 2. DOCUMENTS – All documents prepared or furnished by Consultant pursuant to this Agreement are instruments of Consultant’s professional service. Consultant assigns ownership including copyright to the Client upon payment for services rendered except Consultant retains copyright in its standard systems, sections, details and specifications. Consultant grants Client a license to use Consultant’s standard systems, sections, details and specifications but only for this Project. Use of the instruments of service without engagement of the Consultant by Client shall be at Client’s sole risk, and Client agrees to indemnify, defend, and hold Consultant harmless from all claims, damages, and expenses, including attorneys’ fees, arising out use by Client or by others acting through Client. 3. CONSTRUCTION PHASE SERVICES – If Consultant performs any services during the construction phase of the project, Consultant shall not supervise, direct, or have control over Contractor’s work. Consultant shall not have authority over or responsibility for the construction means, methods, techniques, sequences or procedures or for safety precautions and programs in connection with the work of the Contractor. Consultant does not guarantee the performance of the construction contract by the Contractor and does not assume responsibility for the Contractor’s failure to furnish and perform its work in accordance with the Contract Documents. 4. STANDARD OF CARE – The Consultant shall perform its services consistent with the professional skill and care ordinarily provided by Consultants practicing in the same or similar locality under the same or similar circumstances ("Standard of Care"). The Consultant shall perform its services as expeditiously as is consistent with such professional skill and care and the orderly progress of the Project. Notwithstanding any other representations made elsewhere in this Agreement or in the execution of the Project, this Standard of Care shall not be modified. The Consultant shall act as an independent contractor at all times during the performance of its services, and no term of this Agreement, either expressed or implied, shall create an agency or fiduciary relationship. 5. COST OF THE WORK – When negotiated as part of its work, Consultant will furnish opinions of probable cost, but does not guarantee the accuracy of such estimates. Opinions of probable cost, financial evaluations, feasibility studies, economic analyses of alternate solutions, and utilitarian considerations of operations and maintenance costs prepared by Consultant hereunder will be made on the basis of Consultant’s experience and qualifications and will represent Consultant’s judgment as an experienced and qualified design professional. However, users of the probable cost opinions must recognize that Consultant does not have control over the cost of labor, material, equipment, or services furnished by others or over market conditions or contractors' methods of determining prices or performing the work. While making efforts to work within client communicated budget guidelines, Consultant is not a fiduciary, financial analyst, economist, estimator, or contractor and as such shall not be responsible for project budgets and pricing, or for project funding and financial performance. 6. SUSPENSION OF WORK – The Client may, at any time, by written notice, suspend further work by Consultant. The Client shall remain liable for, and shall promptly pay Consultant for all services rendered to the date of suspension of services, plus suspension charges, which shall include the cost of assembling documents, personnel and equipment, rescheduling or reassignment, and commitments made to others on Client's behalf. Client shall pay Consultant pursuant to the rates and charges set forth in the Proposal. Consultant will submit monthly invoices to Client for services rendered and expenses incurred. If Client does not pay invoices within noted time, Consultant may, upon written notice to the Client, suspend further work until payments are brought current. The Client agrees to indemnify and hold Consultant harmless from any claim or liability resulting from such suspension. 7. CHANGES OR DELAYS – Unless the accompanying Proposal provides otherwise, the proposed fees constitute Consultant’s estimate to perform the services required to complete the Project. Required services often are not fully definable in the initial planning; accordingly, developments may dictate a change in the scope of services to be performed. Where this occurs, changes in the Agreement shall be negotiated. Costs and schedule commitments shall be subject to renegotiation for unreasonable delays caused by the Client's failure to provide specified facilities, direction, or information, or if Consultant’s failure to perform is due to any act of God, labor trouble, fire, inclement weather, act of governmental authority, pandemic, epidemic, viral outbreak, failure of transportation, accident, power failure, or interruption or any other cause beyond the reasonable control of Consultant. Temporary work stoppage caused by any of the above may result in additional cost beyond that outlined in the accompanying Proposal. If the consultant elects to suspend services, the consultant shall give seven (7) days written notice to client before suspending services. 8. LIABILITY – The total liability, in the aggregate, of Consultant and Consultant’s officers, directors, employees, agents, and Consultants to Client and anyone claiming by, through or under Client, for injuries, claims, losses, expenses, or damages whatsoever arising out of Consultant’s services, from any cause or causes whatsoever, including but not limited to, negligence, strict liability, breach of contract or breach of warranty shall not exceed the total compensation received by Consultant under this Agreement. 9. INDEMNITY - The Consultant shall indemnify and hold the Client and the Client’s officers and employees harmless, but not defend, from and against damages, losses, and judgments arising from claims by third parties, including reasonable attorneys’ fees and expenses recoverable under applicable law but only to the extent they are caused by the negligent acts or omissions of the Consultant, its employees, and its consultants in the performance of professional services under this Agreement. The Consultant has no obligation to pay for any of the indemnitees’ costs prior to a final determination of liability or to pay any amount that exceeds the Consultant’s finally determined percentage of liability based upon the comparative fault of the Consultant, its employees, and its consultants. 10. MISCELLANEOUS Governing Law: The laws of the state in which the Consultant office executing this Agreement is located shall govern the validity and interpretation of this Agreement. Dispute Resolution: Any claim, dispute, or other matter in question arising out of or related to this Agreement shall be subject to mediation as a condition precedent to binding dispute resolution. Consultant Reliance: Consultant shall be entitled to rely, without liability, on the accuracy and completeness of any and all information provided by Client, Client’s Consultants and contractors, and information from public records, without the need for independent verification. Betterment: If any item or component of the Project is required due to omission from the construction documents, Consultant's liability shall be limited to the reasonable costs of correction of the construction, less the cost to the Client if the omitted item or component had been initially included in the contract documents. All costs of errors, omissions, or other changes that result in betterment to the Project shall be borne by the Client and shall not be a basis of claim against the Consultant. It is intended by this provision that the Consultant will not be responsible for any cost or expense that provides betterment, upgrade, added value, or enhancement of the Project. Certifications: Consultant shall not be required to sign any documents that would result in Consultant’s having to certify, guaranty, or warrant the existence of conditions that Consultant cannot ascertain. Third Parties: Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either the Client or Consultant. Consequential Damages: The Consultant and Client waive consequential damages (such as lost profits, lost revenues, loss of use, loss of financing, and loss of reputation) for claims, disputes, or other matters in question arising out of or relating to this Agreement. This mutual waiver is applicable, without limitation, to all consequential damages whether arising in contract, warranty, tort (including negligence), strict liability, or equity, or that might arise out of the parties’ indemnification obligations. Lien: Consultant reserves the right to directly lien the project in the case of non-payment.