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03-01-2012 JWC Agenda PacketAGENDA JOINT WATER COMMISSION 10 a.m. — March 1, 2012 Manager's Conference Room Golden Valley City Hall 1. Call to Order 2. Approval of Agreement with Stantec for the Following Projects: a. JWC Transmission Line, CSAH 9, Xerxes Avenue North to CR 81 b. Minneapolis/Golden Valley Water Meter Improvements 3. Select Date and Facilitator for Tri -City Council Meeting Planned a. Monday, April 2; Monday, April 30; or Monday, May 7 4. Other Business 5. Adjournment l ent is available inalternate formats upon a 72 -hour request. Please call 3006 (TTY: 763-59313968) to make a request. Examples of alternate formats �Zl- PROFESSIONAL SERVICES AGREEMENT 'OR — Stantec THIS AGREEMENT is made and entered into effective December 15, 2011 (the "Agreement Date') by and between: "CLIENT" Name: JWC (JOINT WATER COMMISSION; CITIES OF CRYSTAL, GOLDEN VALLEY, AND NEW HOPE Address: 7800 Golden Valley Road, Golden Valley, MN 55427-4588 Phone: (763) 593-8000 Fax: (763) 593-8109 Representative: Mr. Thomas D. Burt "STANTEC" Name: STANTEC CONSULTING SERVICES INC. Address: 2335 Highway 36W, St. Paul, MN 55113 Phone: (651) 604-4838 Fax: (651) 636-1311 Representative: Mr. Mark Hanson, PE PROJECT NAME (the "PROJECT"): A) JWC Water Transmission Line, Hennepin County Road 9, Xerxes Avenue North to County Road 81 B) Minneapolis/Golden Valley Water Meter Improvements DESCRIPTION OF WORK: STANTEC shall render the services described in each Attachment (hereinafter called the "SERVICES") in accordance with this AGREEMENT. STANTEC may, at its discretion and at any stage, engage subconsultants to perform all or any part of the SERVICES. The CLIENT and STANTEC by written amendment to this AGREEMENT may from time to time make changes to the SERVICES. All changed work shall be carried out under this AGREEMENT. The time for completion of the SERVICES shall be adjusted accordingly. COMPENSATION: Charges for the SERVICES rendered will be made in accordance with the CONTRACT PRICE indicated in each Attachment or, if no CONTRACT PRICE is indicated, in accordance with STANTEC's Schedule of Fees and Disbursements in effect from time to time as the SERVICES are rendered. Invoices shall be paid by the CLIENT in the currency of the jurisdiction in which the SERVICES are provided without deduction or setoff upon receipt. Failure to make any payment when due is a material breach of this Agreement and will entitle STANTEC, at its option, to suspend or terminate this Agreement and the provision of the SERVICES. Interest will accrue on accounts overdue by 30 days at the lesser of 1.5 percent per month (18 percent per annum) or the maximum legal rate of interest. REPRESENTATIVES: Each party shall designate in the space provided above a representative who is authorized to act on behalf of that party and receive notices under this AGREEMENT. Such representatives have complete authority to act on behalf of their principals in respect to all matters arising under this AGREEMENT. NOTICES: All notices, consents, and approvals required to be given hereunder shall be in writing and shall be given to the representatives of each party. All notices required by this AGREEMENT to be given by either party shall be deemed to be properly given and received within two (2) business days if made in writing to the other party by certified mail, telegram, email, facsimile or telex, addressed to the regular business address of such party as identified above. CLIENT'S RESPONSIBILITIES: The CLIENT shall provide to STANTEC in writing, the CLIENT's total requirements in connection with the PROJECT, including the PROJECT budget and time constraints. The CLIENT shall make available to STANTEC all relevant information or data pertinent to the PROJECT which is required by STANTEC to perform the SERVICES. STANTEC shall be entitled to rely upon the accuracy and completeness of all information and data furnished by the CLIENT, including information and data originating with other consultants employed by the CLIENT whether such consultants are engaged at the request of STANTEC or otherwise. Where such information or data originates either with the CLIENT or its consultants then STANTEC shall not be responsible to the CLIENT for the consequences of any error or omission contained therein. When determined to be reasonably necessary by CLIENT upon the recommendation of STANTEC, the CLIENT shall engage specialist consultants directly to perform items of work deemed reasonably necessary by CLIENT to enable STANTEC to carry out the SERVICES. Whether arranged by the CLIENT or STANTEC, these services shall be deemed to be provided under direct contracts to the CLIENT unless expressly provided otherwise. The CLIENT shall put forth reasonable efforts to complete its duties in a timely manner, including review of all documentation related to the PROJECT prepared by STANTEC and shall put forth reasonable efforts inform STANTEC of CLIENT's so as not to unreasonably delay the schedule for providing the SERVICES. When applicable, the CLIENT shall arrange and make provision for STANTEC 's entry to the PROJECT site as well as other public and private property as necessary for STANTEC to perform the SERVICES. The CLIENT shall obtain any required approvals, licenses and permits from governmental or other authorities having jurisdiction over the PROJECT so as not to delay STANTEC in the performance of the SERVICES. Revised 2009-07-17 I:\2896\2896100010\ScopeScheduleFee\JWC-36 Inch Forcemain-ReAsecISTNPSA (2).doc 0 PROFESSIONAL SERVICES AGREEMENT Page 2 Stantec STANTEC's RESPONSIBILITIES: STANTEC shall furnish the necessary qualified personnel to provide the SERVICES. STANTEC represents that it has access to the experience and capability necessary to and agrees to perform the SERVICES with the reasonable skill and diligence required by customarily accepted professional practices and procedures normally provided in the performance of the SERVICES at the time when and the location in which the SERVICES were performed. This undertaking does not imply or guarantee a perfect PROJECT and in the event of failure or partial failure of the product of the SERVICES, STANTEC will be liable only for its failure to exercise diligence, reasonable care and professional skill. This standard of care is the sole and exclusive standard of care that will be applied to measure STANTEC 's performance. There are no other representations or warranties expressed or implied made by STANTEC. In particular, but not by way of limitation, no implied warranty of merchantability or fitness for a particular purpose shall apply to the SERVICES provided by STANTEC nor shall STANTEC warrant or guarantee economic, market or financial conditions, proforma projections, schedules for public agency approvals, or other factors beyond STANTEC's reasonable control. STANTEC does not warrant the SERVICES to any third party and the CLIENT shall indemnify and hold harmless STANTEC from any demands, claims, suits or actions of third parties arising out of STANTEC's performance of the SERVICES. In performing the SERVICES under this AGREEMENT, STANTEC shall operate as and have the status of an independent contractor and shall not act as, or be an employee of the CLIENT. The SERVICES performed by STANTEC shall be subject to the inspection and the review of the CLIENT at all times but such inspection and review shall not relieve STANTEC from its responsibility for the proper performance of the SERVICES. TERMINATION: Either party may terminate this AGREEMENT without cause upon thirty (30) days' notice in writing. If either party breaches this AGREEMENT, the non -defaulting party may terminate this AGREEMENT after giving seven (7) days' notice to remedy the breach. On termination of this AGREEMENT, the CLIENT shall forthwith pay STANTEC for the SERVICES performed to the date of termination. Non-payment by the CLIENT of STANTEC's invoices within 30 days of STANTEC rendering same is agreed to constitute a material breach of this AGREEMENT and, upon written notice as prescribed above, the duties, obligations and responsibilities of STANTEC are terminated. SUSPENSION OF SERVICES: If the project is suspended for more than thirty (30) calendar days in the aggregate, STANTEC shall be compensated for services performed and charges incurred prior to receipt of notice to suspend and, upon resumption, an equitable adjustment in fees to accommodate the resulting demobilization and remobilization costs. In addition, there shall be an equitable adjustment in the project schedule based on the delay caused by the suspension. If the PROJECT is suspended for more than ninety (90) days, STANTEC may, at its option, terminate this agreement upon giving notice in writing to the CLIENT. ENVIRONMENTAL: Except as specifically described in this AGREEMENT, STANTEC's field investigation, laboratory testing and engineering recommendations will not address or evaluate pollution of soil or pollution of groundwater. Where the services include storm water pollution prevention (SWPP), sedimentation or erosion control plans, specifications, procedures or related construction observation or administrative field functions, CLIENT acknowledges that such SERVICES proposed or performed by STANTEC are not guaranteed to provide complete SW PP, sedimentation or erosion control, capture all run off or siltation, that any physical works are to be constructed and maintained by the CLIENT's contractor or others and that STANTEC has no control over the ultimate effectiveness of any such works or procedures. Except to the extent that there were errors or omissions in the SERVICES provided by STANTEC, CLIENT agrees to indemnify and hold STANTEC harmless from and against all claims, costs, liabilities or damages whatsoever arising from any storm water pollution, erosion, sedimentation, or discharge of silt or other deleterious substances into any waterway, wetland or woodland and any resulting charges, fines, legal action, cleanup or related costs. BUILDING CODES, BYLAWS AND OTHER PUBLIC REGULATIONS: STANTEC shall, to the best of its ability, interpret building codes, by-laws and other public regulations as they apply to the PROJECT and as they are published at the time SERVICES commence. Furthermore, STANTEC shall observe and comply with all applicable laws, ordinances, codes and regulations of government agencies, including federal, state, provincial, municipal and local governing bodies having jurisdiction over the conduct of the SERVICES ("LAWS"). However, it is expressly acknowledged and agreed by the CLIENT that as the PROJECT progresses such building codes, by-laws, other public regulations and LAWS may change or the interpretation of any public authority may differ from the interpretation of STANTEC, through no fault of STANTEC, and any extra costs necessary to conform to such changes or interpretations during or after execution of the SERVICES will be paid by the CLIENT. STANTEC shall continue to provide equal employment opportunity to all qualified persons and to recruit, hire, train, promote and compensate persons in all jobs without regard to race, color, religion, sex, age, disability or national origin or any other basis prohibited by applicable laws. COST AND SCHEDULE OF CONSTRUCTION WORK: In providing opinions of probable cost and project schedule, it is recognized that neither the CLIENT nor STANTEC has control over the costs of labor, equipment or materials, or over the Contractor's methods of determining prices or time. The opinions of probable cost or project duration are based on STANTEC's reasonable professional judgment and experience and do not constitute a warranty, express or implied, that the Contractors' bids, project schedules, or the negotiated price of the Work or schedule will not vary from the CLIENT's budget or schedule or from any opinion of probable cost or project schedule prepared by STANTEC. Exact costs and times will be determined only when bids have been received for the PROJECT and when the construction work has been performed and payments finalized. ADMINISTRATION OF CONSTRUCTION CONTRACTS: When applicable, STANTEC shall provide field services during the construction of the PROJECT only to the extent that such SERVICES are included and defined in this AGREEMENT. The Revised 2009-07-17 I:\2896\2896100010\ScopeScheduleFee\JWC-36 Inch Forcemain-ReAsedSTNPSA (2).doc PROFESSIONAL SERVICES AGREEMENT Page 3 performance of the construction contract is not STANTEC 's responsibility nor are STANTEC's field services rendered for the construction contractor's benefit. It is understood and agreed by the CLIENT and STANTEC that only work which has been seen during an examination by STANTEC can be said to have been appraised and comments on the balance of any construction work are assumptions only. When field services are provided by STANTEC, the authority for general administration of the PROJECT shall reside with STANTEC only to the extent defined in this AGREEMENT. In such case, STANTEC shall coordinate the activities of other consultants employed by the CLIENT, only to the extent that STANTEC is empowered to do so by such other consultants' contracts with the CLIENT. STANTEC shall not be responsible for any contractor's failure to carry out the work in accordance with the contract documents nor for the acts or omissions of any contractor, subcontractor, any of their agents or employees, or any other persons performing any of the work in connection with the PROJECT. When field services are provided, no acceptance by STANTEC of the work or services of a construction contractor or other consultants, whether express or implied, shall relieve such construction contractor or other consultants from their responsibilities to the CLIENT for the proper performance of such work or services and further, STANTEC shall not be responsible to the CLIENT or to the construction contractor or to the other consultants for the means, methods, techniques, sequences, procedures and use of equipment of any nature whatsoever, whether reviewed by STANTEC or not, which are employed by the construction contractor or the other consultants in executing, designing, or administering any phases of the PROJECT, or for placing into operation any plant or equipment or for safety precautions and programs incidental thereto. When field services are provided, STANTEC will not be designated as the party responsible for the compliance by others on the construction work site with the purposes or requirements of applicable environmental, occupational health and safety, or similar legislation. The CLIENT shall designate a responsible party, other than STANTEC, for the coordination and performance of environmental, occupational health and safety activities on the construction work site as required by applicable legislation and associated regulations. Neither the professional activities of STANTEC, nor the presence of STANTEC or its employees and subconsultants at a construction site, shall relieve the CLIENT, Contractors or any other entity of their obligations, duties and responsibilities with respect to jobsite safety. Subject only to applicable legislation, STANTEC has no authority to exercise any control over any construction contractor or other entity or their employees in connection with their work or any environmental, health or safety activities or precautions. JOBSITE SAFETY: Neither the professional activities of STANTEC, nor the presence of STANTEC or its employees and subconsultants at a construction site, shall relieve the CLIENT and any other entity of their obligations, duties and responsibilities with respect to job site safety. Subject only to applicable legislation, STANTEC and its personnel have no authority to exercise any control over any construction contractor or other entity or their employees in connection with their work or any health or safety precautions. LIMITATION OF LIABILITY: STANTEC and the CLIENT each agree to indemnify each other from liability for losses, damages or expenses to the extent they are caused by each party's respective negligent acts, errors or omissions relating to this AGREEMENT. In the event the losses, damages or expenses are caused by the joint or concurrent negligence of STANTEC and the CLIENT, they shall be borne by each party in proportion to its own negligence. In no event shall the indemnification obligation extend beyond the date when the institution of legal or equitable proceedings for professional negligence would be barred by any applicable law. It is further agreed that the total amount of all claims the CLIENT may have against STANTEC under this AGREEMENT or arising from the performance or non-performance of the SERVICES under any theory of law, including but not limited to claims for negligence, negligent misrepresentation and breach of contract, shall be strictly limited to the lesser of the fees paid to STANTEC for the SERVICES or $500,000. No claim may be brought against STANTEC in contract or tort more than two (2) years after the cause of action arose. As the CLIENT's sole and exclusive remedy under this AGREEMENT any claim, demand or suit shall be directed and/or asserted only against STANTEC and not against any of STANTEC's employees, officers or directors. STANTEC 's liability with respect to any claims arising out of this AGREEMENT shall be absolutely limited to direct damages arising out of the SERVICES and STANTEC shall bear no liability whatsoever for any consequential loss, injury or damage incurred by the CLIENT, including but not limited to claims for loss of use, loss of profits and loss of markets. DOCUMENTS: All documents prepared by STANTEC or on behalf of STANTEC in connection with the PROJECT are instruments of service for the execution of the PROJECT. STANTEC retains the property and copyright in these documents, whether the PROJECT is executed or not. Payment to STANTEC of the compensation prescribed in this AGREEMENT shall be a condition precedent to the CLIENT's right to use documentation prepared by STANTEC. These documents may not be used for any other purpose without the prior written agreement of STANTEC. The CLIENT shall have a permanent non-exclusive, royalty -free license to use any concept, product or process which is patentable or capable of trademark, produced by or resulting from the SERVICES rendered by STANTEC in connection with the PROJECT, for the life of the PROJECT. The CLIENT shall not use, infringe upon or appropriate such concepts, products or processes without the express written agreement of STANTEC. In the event STANTEC's documents are subsequently reused or modified in any material respect without the prior consent of STANTEC, the CLIENT agrees to indemnify STANTEC from any claims advanced on account of said reuse or modification. STANTEC cannot guarantee the authenticity, integrity or completeness of data files supplied in electronic format ("Electronic Files"). CLIENT shall release, indemnify and hold STANTEC, its officers, employees, consultants and agents harmless from any claims or damages arising from the use of Electronic Files. Electronic files will not contain stamps or seals, remain the property of Revised 2009-07-17 I:\2896\2896100010\ScopeScheduleFee\JWC-36 Inch Forcemain-ReAsecIMPSA (2).doc 0 PROFESSIONAL SERVICES AGREEMENT Page 4 Starrtec STANTEC, are not to be used for any purpose other than that for which they were transmitted, and are not to be retransmitted to a third party without STANTEC's written consent. FORCE MAJEURE: Any default in the performance of this AGREEMENT caused by any of the following events and without fault or negligence on the part of the defaulting party shall not constitute a breach of contract: labor strikes, riots, war, acts of governmental authorities, unusually severe weather conditions or other natural catastrophe, or any other cause beyond the reasonable control or contemplation of either party. GOVERNING LAW: This AGREEMENT shall be governed, construed and enforced in accordance with the laws of the jurisdiction in which the majority of the SERVICES are performed. DISPUTE RESOLUTION: If requested in writing by either the CLIENT or STANTEC, the CLIENT and STANTEC shall attempt to resolve any dispute between them arising out of or in connection with this AGREEMENT by entering into structured non-binding negotiations with the assistance of a mediator on a without prejudice basis. The mediator shall be appointed by agreement of the parties. If a dispute cannot be settled within a period of thirty (30) calendar days with the mediator, if mutually agreed, the dispute shall be referred to arbitration pursuant to laws of the jurisdiction in which the majority of the SERVICES are performed or elsewhere by mutual agreement. ATTORNEYS FEES: In the event of a dispute hereunder, the prevailing party is entitled to recover from the other party all costs incurred by the prevailing party in enforcing this AGREEMENT and prosecuting the dispute, including reasonable attorney's and expert's fees, whether incurred through formal legal proceedings or otherwise. ASSIGNMENT AND SUCCESSORS: Neither the CLIENT nor STANTEC shall, without the prior written consent of the other party, assign the benefit or in any way transfer the obligations of this AGREEMENT or any part hereof. This AGREEMENT shall inure to the benefit of and be binding upon the parties hereto, and except as otherwise provided herein, upon their executors, administrators, successors, and assigns. RECORD KEEPING: Pursuant to Minnesota Statutes § 16C.05. Subd. 5. STANTEC agrees that the books, records, documents, and accountina procedures and practices of STANTEC, that are relevant to the contract or transaction, are subject to examination by the CLIENT and the state auditor for a minimum of six years. STANTEC shall maintain such records for a minimum of six years after final payment. Pursuant to Minnesota Statutes § 13.05. Subd. 11, all of the data created, collected, received, stored, used, maintained, or disseminated by STANTEC in performing this contract is subject to the reauirements of the Minnesota Government Data Practices Act ("MGDPA"). Minnesota Statutes Chapter 13. and STANTEC must comply with those reauirements as if it were a government entity. The remedies in Minnesota Statutes § 13.08 apply to STANTEC. STANTEC does not have a duty to provide access to public data to the public if the public data are available from the CLIENT. STANTEC will comply with its statutory obligations respecting the collection, use, disclosure, access to, correction, protection, accuracy, retention and disposition of data that may be collected or created under this AGREEMENT. STANTEC will refer to the CLIENT any request for access to or correction of personal information that is made under statute to the CLIENT MGDPA- classified private or non-public data and will comply with any directions from the CLIENT respecting such request. ENTIRE AGREEMENT: This AGREEMENT constitutes the sole and entire agreement between the CLIENT and STANTEC relating to the PROJECT and supersedes all prior agreements between them, whether written or oral respecting the subject matter hereof and no other terms, conditions or warranties, whether express or implied, shall form a part hereof. This AGREEMENT may be amended only by written instrument signed by both the CLIENT and STANTEC. All attachments referred to in this AGREEMENT are incorporated herein by this reference; however, in the event of any conflict between attachments and the terms and conditions of this AGREEMENT, the terms and conditions of this AGREEMENT shall take precedence. SEVERABILITY: If any term; condition or covenant of this AGREEMENT is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions of this AGREEMENT shall be binding on the CLIENT and STANTEC. THE PARTIES EXPRESSLY ACKNOWLEDGE THAT THIS AGREEMENT CONTAINS LIMITATION OF LIABILITY PROVISIONS RESTRICTING RIGHTS FOR THE RECOVERY OF DAMAGES. The Parties, intending to be legally bound, have made, accepted and executed this AGREEMENT as of the Agreement Date noted above: JWC (JOINT WATER COMMISSION; CITIES OF CRYSTAL, GOLDEN VALLEY, AND NEW HOPE Thomas D. Burt, Chair JWC Print Name and Title Per: STANTEC CONSULTING SERVICES INC. Per: Revised 2009-07-17 I:\2896\2896100010\ScopeScheduleFee\JWC-36 Inch Forcemain-ReAsedSTNPSA (2).doc Mark A. Hanson, Senior Associate Print Name and Title � PROFESSIONAL SERVICES AGREEMENT OR ATTACHMENT "A" Page A-1 Stantec Attached to and forming part of the AGREEMENT BETWEEN: JWC (JOINT WATER COMMISSION; CITIES OF CRYSTAL, GOLDEN VALLEY, AND NEW HOPE (hereinafter called the "CLIENT') - and - STANTEC CONSULTING SERVICES INC. (hereinafter called "STANTEC") EFFECTIVE: December 15, 2011 This Attachment details the SERVICES, CONTRACT TIME, CONTRACT PRICE, ADDITIONAL CONDITIONS and ADDITIONAL ATTACHMENTS forming part of the above described AGREEMENT. SERVICES: STANTEC shall perform the following SERVICES: A. JWC Water Transmission Line, Hennepin County Road 9, Xerxes Avenue North to County Road 81. Stantec shall provide design and construction engineering services for JWC (Joint Water Commission) Water Transmission Line in County Road 9 between Xerxes Avenue North and County Road 81. The project specifics are noted below: • The Project provides for the total reconstruction of County Road 9 by Hennepin County from Xerxes Avenue North to approximately County Road 81 in the City of Robbinsdale. • The Project will be constructed in two parts in 2013 and 2014. Part 1 is from Xerxes Avenue to approximately France Avenue. Part 2 is from approximately France Avenue to County Road 81. Total length is approximately 4800 LF. • The City of Robbinsdale is completing reconstructing its entire public infrastructure (sewer and water) and providing design and construction engineering services. • The existing JWC 36" PCCP Water Transmission line will remain in service during the construction. • Water modeling has been completed in conjunction with the City of Minneapolis to confirm the pipe diameter. • The pipe diameter is a 24" Pressure Class 200 PSI DIP. • The existing meter and manhole located east of York Avenue is to be owned by the City of Minneapolis. • An agreement will be developed between JWC and Hennepin County outlining the cost sharing and inspection/construction staking services provided by Hennepin County for JWC. Stantec shall work closely with JWC Staff Representative, Tom Mathisen, City of Crystal (763-531-1160) to design and provide construction services for the 24" diameter water transmission line. Scope of Services is noted below: • Project Administration o Coordinate and attend project / client meetings o Coordinate design and construction engineering with Hennepin County, City of Robbinsdale, and private utilities o Contract Administration • Pre -Design Field Work o Site Inspection / Survey confirmation with Hennepin County and City of Robbinsdale o Existing utility design locate maps • Design o Environmental Review o Geotechnical Review o Plans / Specifications • Inspection o Coordinate with JWC and Hennepin County to minimize overlaps o Meetings / Project Updates / Submittals o Construction Observation / Progress Payments o Field Change Orders o Record Plans • Survey Coordination o Stake Out Files o Coordinate System Revised 2009-07-17 1:\2896\2896100010\ScopeScheduleFee\JWC-36 Inch Forcemain-RevlsedSTNPSA (2).doc PROFESSIONAL SERVICES AGREEMENT 0 ATTACHMENT "A" Pale A-2 Stantec CONTRACT TIME: Commencement Date: December 2011 Estimated Completion Date: Fall 2014 CONTRACT PRICE: Subject to the terms below, CLIENT will compensate STANTEC as follows: Compensation is estimated based on percentage of estimated construction costs. The estimated construction is $715,000. The estimated fee per task is noted below: Task Percentage of Engineering The following additional attachments shall be read in conjunction with and constitute part of this Construction Cost Project Management o 2.0 /o $14,300 and Administration REQUIREMENTS: during the term of this agreement, insurance coverage in amounts and on terms not less than set forth Pre -design Field Work 1.0% $7,150 Design 7.0% $50,050 Inspection 3.0% $21,450 Survey Coordination .2 1,430 Totals 12.2% $94,380 Project specific charges, such as sub consultants; project specific printing of deliverables; usage charges for specialized field equipment; external testing lab charges and other external services charges; specialized computer software costs; and other significant project specific expenses will be invoiced in addition to labor fees. Where not stated as being included in the fees, project specific subconsultant, contractor, lab and other similar third party charges will be charged as invoiced to STANTEC with a 5 percent (5%) markup. Unless otherwise noted, the fees in this agreement do not include any value added, sales, or other taxes that may be applied by Government on fees for services. Such taxes will be added to all invoices as required. Where the SERVICES or services conditions change, STANTEC shall submit to the CLIENT in a timely manner, documentation of the revisions to Attachment "A" adjusting the Contract Services Time and Price as required. Unless otherwise specified, charges for SERVICES are based on STANTEC's hourly billing rate table ("2012 Billing Rate Schedule"), attached in Appendix A. The Rate Schedule is subject to escalation from time to time. ADDITIONAL The following additional conditions shall be read in conjunction with and constitute part of this CONDITIONS: AGREEMENT: General Liability: Commercial general liability insurance for personal and bodily injury, including death, and property damage in the amount of $1,500,000 each occurrence and not less than $2,000,000 in the aggregate. Automobile Liability: Automobile liability insurance for bodily injury, including death, and property damage in the amount of $1,000,000 each occurrence. Professional Liability: Professional liability insurance for damages incurred by reason of any negligent act, error or omission committed or alleged to have been committed by STANTEC in the amount of $1,000,000 per claim and in the aggregate. Workers' Compensation: As prescribed by applicable law. Certificates: Upon request, STANTEC shall provide certificates of insurance evidencing coverage required above. Each certificate shall provide that the coverage therein afforded shall not be cancelled except with thirty (30) days prior written notice to the CLIENT. Revised 2009-07-17 I:\2896\2896100010\ScopeScheduleFee\JWC-36 Inch Forcemain-RevisedSTNPSA (2).doc NO ADDITIONAL CONDITIONS ADDITIONAL The following additional attachments shall be read in conjunction with and constitute part of this ATTACHMENTS: AGREEMENT: Appendix A — Rate Table INSURANCE Before any services are provided under this agreement, STANTEC shall procure, and maintain in effect REQUIREMENTS: during the term of this agreement, insurance coverage in amounts and on terms not less than set forth below. General Liability: Commercial general liability insurance for personal and bodily injury, including death, and property damage in the amount of $1,500,000 each occurrence and not less than $2,000,000 in the aggregate. Automobile Liability: Automobile liability insurance for bodily injury, including death, and property damage in the amount of $1,000,000 each occurrence. Professional Liability: Professional liability insurance for damages incurred by reason of any negligent act, error or omission committed or alleged to have been committed by STANTEC in the amount of $1,000,000 per claim and in the aggregate. Workers' Compensation: As prescribed by applicable law. Certificates: Upon request, STANTEC shall provide certificates of insurance evidencing coverage required above. Each certificate shall provide that the coverage therein afforded shall not be cancelled except with thirty (30) days prior written notice to the CLIENT. Revised 2009-07-17 I:\2896\2896100010\ScopeScheduleFee\JWC-36 Inch Forcemain-RevisedSTNPSA (2).doc PROFESSIONAL SERVICES AGREEMENT It R ATTACHMENT "B„ Page B-1 Stantec Attached to and forming part of the AGREEMENT BETWEEN: JWC (JOINT WATER COMMISSION; CITIES OF CRYSTAL, GOLDEN VALLEY, AND NEW HOPE (hereinafter called the "CLIENT') - and - STANTEC CONSULTING SERVICES INC. (hereinafter called "STANTEC") EFFECTIVE: December 15, 2011 This Attachment details the SERVICES, CONTRACT TIME, CONTRACT PRICE, ADDITIONAL CONDITIONS and ADDITIONAL ATTACHMENTS forming part of the above described AGREEMENT. SERVICES: STANTEC shall perform the following SERVICES: B. Minneapolis/Golden Valley Water Meter Improvements. Stantec shall provide design and construction engineering services for JWC (Joint Water Commission) Minneapolis/Golden Valley Water Meter Improvements. The project specifics are noted below: • Preliminary survey to locate all existing features on the site between the 48 -inch Minneapolis water main and the ground storage reservoir. • Evaluate flow rates necessary to fill the reservoir under the demand requirements and the fill constraints by the City of Minneapolis. • Hydraulic analysis to determine the layout of the pit and the upstream and downstream buried piping. • Evaluation of alternative meter types. • Evaluation of configuration of the tie into the 48 -inch main and the ground storage reservoir. • Develop meter pit design that emphasizes ease of access and maintenance. Meters must be contained in a good working environment that allows for safe entry by City personnel. • Provide an electronics package on the meter head that will tie into the existing SCADA system and provide data to both the City of Golden Valley and the City of Minneapolis. Stantec shall work closely with JWC Staff Representative, Mitch Hoeft, City of Golden Valley (763-593-8030) to design and provide construction services for the water meter improvement. Scope of Services is noted below: • Preliminary Design o Site Survey o Preliminary Site Plan/Alternatives o Meter Pit Design Bidding Documents o Final Design o Specifications o Bidding Documents/Contract Construction Services o Preconstruction Meeting o Inspection / Field Documentation o Shop Drawing Review o Partial / Final Pay Requests o As -Built Plans o Operation and Maintenance Manual Revised 2009-07-17 1:\2896\2896100010\ScopeScheduleFee\JWC-36 Inch Forcemaln-R"sedSTNPSA (2).doc SUBCONSULTANT AGREEMENT ATTACHMENT "B" Page B-2 Stantec CONTRACT TIME: Commencement Date: December 2011 Estimated Completion Date: December 2012 CONTRACT PRICE: Subject to the terms below, CLIENT will compensate STANTEC as follows: Compensation is estimated below per task: Task Estimated Engineering Hours Cost Preliminary Design 64 $8,788 Bidding Documents 176 $22,204 Construction Services 124 $16,706 Totals 364 $47,698 Project specific charges, such as sub consultants; project specific printing of deliverables; usage charges for specialized field equipment; external testing lab charges and other external services charges; specialized computer software costs; and other significant project specific expenses will be invoiced in addition to labor fees. Where not stated as being included in the fees, project specific subconsultant, contractor, lab and other similar third party charges will be charged as invoiced to STANTEC with a 5 percent (5%) markup. Unless otherwise noted, the fees in this agreement do not include any value added, sales, or other taxes that may be applied by Government on fees for services. Such taxes will be added to all invoices as required. Where the SERVICES or services conditions change, STANTEC shall submit to the CLIENT in a timely manner, documentation of the revisions to Attachment "A" adjusting the Contract Services Time and Price as required. Unless otherwise specified, charges for SERVICES are based on STANTEC's hourly billing rate table ("2012 Billing Rate Schedule"), attached in Appendix A. The Rate Schedule is subject to escalation from time to time. ADDITIONAL The following additional conditions shall be read in conjunction with and constitute part of this CONDITIONS: AGREEMENT: NO ADDITIONAL CONDITIONS ADDITIONAL The following additional attachments shall be read in conjunction with and constitute part of this ATTACHMENTS: AGREEMENT: Appendix A — Rate Table INSURANCE Before any services are provided under this agreement, STANTEC shall procure, and maintain in effect REQUIREMENTS: during the term of this agreement, insurance coverage in amounts and on terms not less than set forth below. General Liability: Commercial general liability insurance for personal and bodily injury, including death, and property damage in the amount of $1,500,000 each occurrence and not less than $2,000,000 in the aggregate. Automobile Liability: Automobile liability insurance for bodily injury, including death, and property damage in the amount of $1,000,000 each occurrence. Professional Liability: Professional liability insurance for damages incurred by reason of any negligent act, error or omission committed or alleged to have been committed by STANTEC in the amount of $1,000,000 per claim and in the aggregate. Workers' Compensation: As prescribed by applicable law. Certificates: Upon request, STANTEC shall provide certificates of insurance evidencing coverage required above. Each certificate shall provide that the coverage therein afforded shall not be cancelled except with thirty (30) days prior written notice to the CLIENT. Revised 2009-07-17 Appendix A 2012 Billing Rate Schedule Classification Senior Principal Principal Specialist Project Manager Senior Geologist / Environmental Health & Safety Specialist / Hygienist Senior Engineer / Scientist / Architect / Landscape Architect / Planner Architect / Landscape Architect Land Surveyor Engineer / Planner / Scientist / Geologist / Hygienist / EH&S Specialist Designer / GIS / Landscape Designer / Graphics Engineering Technician / Senior Project Technician Project Technician Field Supervisor Crew Chief Environmental/Agricultural Inspector Inspector Survey Technician GPS Survey Equipment Total Station Equipment GIS Workstation Equipment GPS Submeter Unit (per use) Flow Meter (per week) Air Detection Equipment (per half day) Hourly Rates $ 125.00 - $ 159.00 $ 119.00 - $ 149.00 $ 110.00 - $ 228.00 $ 115.00 - $ 144.00 $ 125.00 - $ 149.00 $ 110.00 - $ 144.00 $ 99.00 - $ 119.00 $ 85.00 - $ 144.00 $ 83.00 - $ 119.00 $ 83.00 - $ 104.00 $ 65.00 - $ 98.00 $ 44.00 - $ 67.00 $ 88.00 - $ 135.00 $ 68.00 - $ 107.00 $ 75.00 - $ 140.00 $ 67.00 - $ 92.00 $ 46.00 - $ 67.00 $ 38.00 $ 28.00 $ 22.00 $ 82.00 $ 200.00 25.00 * Specialist: Expert in highly technical discipline such as Principal Planner, Market Analyst, and Certified Industrial Hygienist These rates are adjusted annually in accordance with the normal review procedures of Stantec Consulting Services, Inc.