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9.c) Professional Services Agreement with Stantec Meeting Date: 4/17/2012 Agenda Item: /� � �` � City Council Agenda Report City of Scandia 14727 209�' St. North Scandia, MN 55073 (651) 433-2274 Action Requested: Approve Professional Services Agreement with Stantec, Inc. Deadline/Timeline: N/A Background: • Stantec Consulting Services, Inc., (formerly Bonestroo/Bonestroo Rosene, Anderlik and Associates, Inc.) provides various engineering services to the City, serving as City Engineer. The City has been working with the firm under a contract for services entered into with New Scandia Township in 1997 and assigned to Stantec in 2011. • The Council has requested that this, and other professional service contracts,be reviewed and updated. City Attorney Tom Miller worked with Stantec on the new agreement, attached. Recommendation: Staff recommends that the Council approve the agreement. Attachments/ • Professional Services Agreement with Stantec Professional Materials provided: Services, Inc. Contact(s): Thomas Miller(651) 462-0206 Prepared by: Anne Hurlburt, Administrator (Stantec agreement) Page 1 of 1 04/12/12 Master Services Agreement � $�f1'�C THIS AGREEMENT (��Agreement"), dated effective , is entered into between the City of Scandia, MN, a Minnesota municipal corporation ("City'� and Stantec Consulting Services Inc., a Minnesota corporation ("Engineer'�, for engineering and other professional technical services to be provided to the City by the Engineer. SECTION 1. ENGINEER'S SERVICES 1.1 General The City intends to retain the Engineer from time to time to provide engineering and other professional technical services including planning, surveying, landscape architecture, and services in the environmental sciences. Each engagement of the Engineer by the City or each construction project as to which the Engineer's services are required by the City, shall be referred to as a "Project."The City reserves the right to retain others to perform engineering and other professional technical services for the City. 1.2 Basic Services for Construction Projects For construction Projects, if retained by the City, the Engineer will provide the ��Basic Services" described in Appendix A. Basic Services for construction Projects consists of three phases: 1) Feasibility Study/Report 2) Design Engineering Phase 3) Construction Engineering Phase 1.3 Su�plemental Services 1.3.1 For construction Projects, if retained by the City, Engineer will provide "Pre-authorized Supplemental Services" identified in Appendix B, Section 1. 1.3.2 If authorized in writing by the City, the Engineer will furnish "Other Potential Supplemental Services"that are identified in Appendix B, Section 2. 1.4 Other Investigations, Studies and Reports The City may direct the Engineer to provide services not related to a construction Project ("Special Studies'�. Although not a complete list, examples of Special Studies include: traffic studies; transportation studies; feasibility or conceptual investigations, studies and reports; sanitary sewer, water, and stormwater system master plans; comprehensive planning; market research; environmental assessments, worksheets or impact statements; and rate studies. For Special Studies, the Engineer will provide the City with a written scope of services and an estimate of the costs, and will not begin work until authorized by the City. SECTION 2. THE CITY'S RESPONSIBILITIES To the extent reasonably available to the City, the City is responsible for all matters described in Appendix C. SECTION 3. COMPENSATION 3.1 Payment for Construction Project Basic Services 3.1.1 For Feasibility Study/Report Basic Services, the City will pay the Engineer on an hourly basis according to the rates in Appendix E. As an alternative for a particular Project if agreed to by both parties, the City shall pay the Engineer on a lump sum basis where the amount is negotiated between the two parties. Scandia,MN City Master Services Agreement-DRAFT 1 3.1.2 For Design Engineering Basic Services, the City will pay the Engineer as set forth in Appendix D. 3.1.3 For Construction Engineering Basic Services, the City will pay the Engineer on an hourly basis according to the rates in Appendix E. 3.2 Pavment for Supplemental Services 3.2.1 For the preparation of reproducible "Record Plans," the City will pay the Engineer �/2 percent of the actual Construction Cost of the Project as defined in Section 1 of Appendix D hereto when such Cost is greater than $100,000. For the preparation of reproducible Record Plans when the Construction Cost of the Project is less than $100,000, the City will pay the Engineer on an hourly basis according to the rates in Appendix E. 3.2.2 For all other Supplemental Services described in Appendix B and for other services not provided for in this Agreement, the City will pay the Engineer on an hourly basis according to the rates in Appendix E. 3.3 Payment for Special Studies The City will pay the Engineer for these services as agreed upon by the parties — either on a lump sum basis or on an hourly basis according to the rates in Appendix E. 3.4 Payment for Reimbursable Expenses Unless otherwise provided, in addition to Engineer's fees, the City will pay the Engineer for Reimbursable Expenses on the basis of the Engineer's actual out-of-pocket cost. Although not a complete list, examples of Reimbursable Expenses include: document reproduction; rental equipment; testing; mileage; travel and per-diem expenses of the Engineer for trips other than to or from the City required for the Project; long distance telephone calls and faxes as required to expedite the work; the costs for cellular phone calls/service for Engineer's field personnel on a Project; construction stakes; postage and delivery charges; any new taxes, fees or costs imposed on the Engineer's services (such as sales taxes) after the date of this Agreement; and out-of-pocket expenses plus 10% by outside professionals incurred and billed directly to Engineer for the Project. 3.5 Progress Payments Subject to 3.6 below, the City will make progress payments to the Engineer in proportion to services performed, as reasonably estimated by the Engineer. The Engineer will invoice the City by email or first-class mail monthly during the progress of the work. The City shall pay each properly documented invoice of the Engineer within 30 days after the City's receipt of such invoice. The City may not reserve as retainage any portion of a payment due under this Agreement unless the parties otherwise agree in writing. 3.6 Objections to Invoices/No Deductions If the City objects to any portion of an invoice, the City shall notify the Engineer in writing within finrenty days of the invoice's receipt. The City agrees to pay any undisputed portions of an invoice in accordance with 3.5 above. No deductions shall be made from the Engineer's compensation on account of penalty, liquidated damages, or other sums withheld from payment to contractors, except as may be determined by mediation, arbitration, litigation or other dispute resolution mechanism to which the Engineer is a party or otherwise agreed upon by the parties in writing. 3.7 Interest/Collection Costs The City agrees to pay the Engineer 1% per month interest on all undisputed invoices of the Engineer, with interest beginning to accrue 30 days after the date of the invoice. If the Minnesota Prompt Payment Act (Minn. Stat. §471.425) requires a higher rate of interest, that rate shall apply. If the City fails to pay Engineer all amounts owing pursuant to the terms of this Agreement, the City agrees to pay all costs of collection, including reasonable attorney's fees, in addition to all other amounts due under this Agreement. Scandia,MN City Master Services Agreement-DRAFT 2 SECTION 4. GENERAL CONSIDERATIONS 4.1 Standard of Care The Engineer shall exercise the same degree of care, skill and diligence in the performance of its services as is ordinarily exercised by a members of the applicable profession under like circumstances. Nothing in this Agreement, or otherwise prepared as a result of the Project, shall modify the foregoing standard of care, including any representations or promises that suggest that the Consultant will achieve any Leadership in Energy and Environmental Design (LEED) standards or certifications, or other energy efficiency or sustainability goals. The Engineer shall not be required to sign any documents that would result in it having to certify, guarantee or warrant the existence of conditions whose existence the Engineer cannot ascertain with reasonable diligence. The Engineer however shall be liable to the fullest extent permitted under applicable law for any injuries, loss or damages including reasonable attorney's fees incurred by the City proximately caused by the Engineer's breach of this standard of care 4.2 Delavs Both the Engineer and the City will put forth reasonable efforts to complete their respective duties in a timely manner. Because the Engineer's performance must be governed by sound professional practices, the Engineer is not responsible for delays occasioned by factors beyond its reasonable control or that could not reasonably have been foreseen at the time of preparation of this Agreement. 4.3 O�inions of Costs and Schedules Since the Engineer has no control over the cost of labor and material or over competitive bidding and market conditions, the Engineer's Opinion of Probable Construction Cost and of Project schedules can only be made on the basis of experience or qualifications as a professional engineer. The Engineer does not guarantee that proposals, bids, actual Project costs or construction schedules will not vary from Engineer's opinions or estimates. If the City desires greater assurance as to the anticipated Construction Cost of the Project, the City shall employ, or instruct the Engineer to provide as a Supplemental Service, an independent cost estimator. 4.4 Insurance 4.4.1 The Engineer agrees to maintain a professional liability insurance policy for its negligent acts, errors or omissions with limits of not less than $4,000,000 per claim and $4,000,000 annual aggregate, on a claims-made basis, as long as such insurance is reasonably available under standard policies at rates comparable to those currently in effect. The Engineer will not cancel the insurance until thirty days after providing the City written notice and such cancellation shall be grounds for the City's termination of this Agreement. 4.4.2 The Engineer sha►I maintain: 1) Statutory workers compensation and employers' liability insurance coverage. 2) Comprehensive general liability insurance coverage with limits of not less than $1,000,000 per occurrence and $2,000,000 aggregate. 3) Automobile liability insurance coverage with limits of$1,000,000 combined single limit. 4.4.3 Certificates of insurance will be provided to the City within thirty (30) days of the City's initial approval of this Agreement and thereafter not less frequently than annually while this Agreement is in place. Notwithstanding Paragraph 4.4.2 above, the Engineer shall notify the City within three (3) business days of any Notice of Cancellation of any required insurance hereunder received by the Engineer. 4.4.4 The City shall require contractors to purchase and maintain general liability and other insurance as specified in the construction contract documents and to cause the Engineer and its consultants to be listed as additional insureds, on a primary and non-contributory basis. Scandia,MN City Master Services Agreement-DRAFT 3 4.5 Use of Instruments of Service 4.5.1. Documents (including Electronic Data) prepared by the Engineer for a Project, such as reports, drawings, specifications, record drawings, and other deliverables ("Documents'� while subject to the standard of care provided in Section 4.1, are instruments of the Engineer's professional services, and not products. City shall have a non-exclusive, irrevocable license in the Documents for the City's informational purposes in its use and maintenance of the Project and related uses. The City acknowledges that such Documents are not intended or represented to be suitable for use or reuse by the City or others on extensions of the Project, on any other Project, or for any other non-related use or purpose, without written verification or adaptation and certification of the same by a licensed Design Professional which written verification will not be unreasonably withheld or delayed. 4.5.2. In the event of any use or adaptation by the City after termination of a Project whereby the Documents are verified for reuse, revised, altered, or otherwise modified by anyone other than the Engineer, City agrees to defend and indemnify the Engineer from any claims, damages, costs or expenses (including reasonable attorney's fees) proximately caused by any defect or deficiency in such reused or modified Documents, or in a Project constructed pursuant to them. 4.6 Electronic Data 4.6.1 If included in Basic Services or Supplemental Services, the Engineer will furnish the City with files in electronic media format of text, data, graphics, or other written documents ("Electronic Data") provided in hard copy form. In the event of any conflict between a hard copy document and the Electronic Data, the hard copy document governs. The Electronic Data shall be prepared in the current software in use by the Engineer and is not warranted to be compatible with other systems or software. Notwithstanding the foregoing, the Engineer will make reasonable efforts to convert Electronic Date into a format compatible with the City's systems or software but the Engineer shall not be responsible for any errors in the Electronic Data proximately caused by such conversion 4.6.2 Because data stored in electronic media format can deteriorate or be modified inadvertently or otherwise without authorization of the data's creator, the City agrees that it will perform acceptance tests or procedures within 60 days after receipt of Electronic Data from the Engineer, after which the City shall be deemed to have accepted the data thus transferred. Any transmittal errors detected within the 60-day acceptance period will be corrected by the Engineer. The Engineer makes no warranties, express or implied, regarding the fitness or suitability of the Electronic Data. The City understands that the Electronic Data is perishable and subject to undetectable alteration and the City is solely responsible for it. 4.7 Termination, Suspension or Abandonment 4.7.1 The City or the Engineer may terminate or suspend this Agreement for substantial non- pertormance by the other party which is not cured within thirty (30) days of written notice of such substantial non-performance, including without limitation the failure to make payments in accordance with this Agreement. If such substantial non-perFormance is not cured within such thirty (30) day period, the party terminating or suspending this Agreement shall give seven days written notice to the other party. If a party seeks to terminate the Agreement for such non-performance, the other party shall have seven (7) additional days to cure the non- performance before the termination becomes effective. If Engineer properly terminates or suspends this Agreement, Engineer shall upon request by the City, upon receipt of payment of amounts due by the City, make copies of all Documents and Electronic Data available to the City and Engineer may retain all other pocuments otherwise deliverable to the City and will not be liable for any costs or damages, whether direct or indirect, resulting from exercising its rights under this paragraph. 4.7.2 If the Project or the Engineer's services are suspended or abandoned for more than 90 days, the Engineer may terminate this Agreement in the same manner as provided in Paragraph 4.7.1. The Engineer shall have no liability on account of a suspension or abandonment by the City. If a suspended or abandoned Project is reinstated, an equitable adjustment to the Engineer's compensation agreed upon by both parties may be necessary. 4.7.3 In the event of termination or suspension permitted by this Agreement or abandonment of the Project by the City, the City sha�l compensate the Engineer for services performed prior to Scandia,MN City Master Services Aqreement-DRAFT 4 termination, suspension or abandonment and for services directly attributable to the termination, suspension or abandonment itself, together with Reimbursable Expenses. If the City properly terminates Engineer for cause, all Documents and Electronic Data shall immediately be made available to the City and the City may withhold from Engineer's compensation those damages directly attributable to the cause of the termination. 4.8 Dis�ute Resolution 4.8.1 In an effort to resolve any conflicts that arise out of the services under this Agreement, all disputes between the City and the Engineer arising out of or relating to this Agreement shall be submitted to nonbinding mediation prior to commencing arbitration or litigation. The Mediator's fee shall be shared equally by the parties. Mediation shall not be a condition precedent to arbitration or litigation if either party refuses to make reasonable arrangements for such mediation within 20 days of demand by the other party. If a dispute relates to or is the subject of a lien arising out of the Engineer's services, the Engineer may proceed in accordance with applicable law to comply with the lien notice or filing deadlines prior to resolution of the matter by mediation or arbitration. This section survives termination of this Agreement, but no party may call for mediation after such time as the taw would bar initiation of legal proceedings for a claim or dispute arising out of or relating to this Agreement. 4.8.2 Unless the City and the Engineer mutually agree otherwise, all claims, disputes, and other matters in question arising out of or relating to this Agreement which are not resolved by mediation and where the amount in controversy is less than $1,000,000, shall be decided by binding arbitration in accordance with the then-most current Construction Industry Rules of the American Arbitration Association before a single arbitrator. The arbitrator will not have jurisdiction, power or authority to consider any claim or dispute: (a) where the amount in controversy is more than $1,000,000 (exclusive of interest and costs); (b) when the demand for arbitration is made after the date when a court action would be barred by any applicable statute or period of repose or limitations; or (c) when the claim or dispute is a claim for contribution or indemnity arising out of a claim by a third party who does not consent to joinder in arbitration. 4.8.3 In the event of litigation or arbitration arising from or related to the services provided under this Agreement, the prevailing party is entitled to recovery of all reasonable costs incurred, including staff time, court costs, reasonable attorney's fees and other related expenses. 4.8.4 If the Engineer or the City intends to assert a claim against the other as a result of a dispute with a third party, the claiming parly shall notify the other party as soon as possible and, in any event, prior to resolving the dispute with the third party. 4.9 Hazardous Substances The Engineer's scope of services does not include any services related to hazardous, contaminated, or toxic materials, including asbestos and PCBs. If it becomes known that such materials may be present at or near a Project that may affect the Engineer's services, the Engineer may do any of the following: (a) suspend performance of its services, without liability by either party, and assist the City to retain appropriate consultants to adequately identify and abate such materials so that Engineer's services may resume; (b) assist the City in redefining Engineer's scope of work to address and remediate such materials; (c) if necessary in Engineer's reasonable judgment, take extra and immediate measures to protect Engineer's employees and/or the public, and take other reasonable precautions to complete the Project, with City agreeing to pay the reasonable costs of such efforts taken; and/or (d) arrange for proper disposal of such materials at City's expense. Ownership of and legal responsibility and liability for hazardous or waste material shall at all times remain with City or other appropriate responsible party. Waste material shall include all samples and materials obtained from the work site and City will take possession of and be responsible for the proper disposal of all waste material. Nothing in this Agreement shall be construed to require the Engineer to: (a) assume the status of a generator, storer, transporter, treater, or disposal facility as those terms appear within the Resource Conservation and Recovery Act, 42 USC 6901 et seq, as amended, or within any state statute governing the generation, treatment, storage and disposal of waste; or (b) arrange for the transportation, treatment, or disposal of hazardous substances, as described in the Comprehensive Environmental Response, Compensation and Liability Act, 42 USC 9601, et. seq, as amended. The City agrees to defend, indemnify and hold Scandia,MN City Master Services Agreement-DRAFT S harmless the Engineer, its employees, subcontractors and agents from all claims, losses, damages, liability and costs, including attorney's fees, relating to or arising out of hazardous or toxic materials at or near a Projed. 4.10 Governing Law This Agreement shall be governed by the laws of the State of Minnesota and any dispute or dispute resolution process shall be venued in St. Paul, Minnesota. 4.11 Integration This is an integrated Agreement and it supersedes all prior negotiations or agreements between the parties. It shall be modified only by a written document signed by the party sought to be bound. The provisions of this Agreement are severable, and if any provision is found to be unenforceable, the remaining provisions continue to be valid, and the unenforceable provision shall be reformed with a valid provision that comes as near as possible to expressing the intention of the unenforceable provision. 4.12 Assynment and Waiver Except for the Engineer's use of reasonably necessary consultants, the Engineer and the City shall not assign or delegate their respective obligations under this Agreement without the written consent of the other party, which consent shall not be unreasonably withheld. The waiver of any term or condition or breach thereof by either party shall not constitute a waiver of any other term or condition or breach thereof. 4.13 Engineer's Services In performing professional technical services, the Engineer is not engaged in rendering legal, insurance, or accounting services or advice. The City agrees that documents prepared by the Engineer, including reports, bidding materials, and form contracts will be reviewed by the appropriate representative of the City, such as the City's attorney, insurance counselor or other consultants, to the extent that the City deems necessary to protect its interests. 4.14 Government Agencies The Engineer shall not be liable for damages proximately caused by the actions or inactions of government agencies, including without limitation permit processing, environmental impact reports, dedications, zoning matters, annexations or consolidations, use or conditional use permits, and building permits. 4.15 Monitoring Work If required by the scope of services, the Engineer will make visits to the Project site at intervals appropriate to the various stages of construction as the Engineer reasonably deems necessary in order to observe the progress and overall quality of construction. The Engineer will not be required to make exhaustive or continuous observations on the Project site. Based on such visits, the Engineer will determine in general if the construction work is proceeding in accordance with the contract requirements, keep the City informed of the progress of the construction work, and will endeavor to guard the City against defective work. The Engineer will not supervise, direct, control, or have authority over or be responsible for the Contractor's means, methods, techniques, sequences, or procedures of construction, or the safety precautions and programs incident thereto, or for any failure of the Contractor to comply with laws and regulations applicable to the work. 4.16 Americans with Disabilities Act The Engineer shall use reasonable professional effort and judgment in interpreting and advising the City as to the necessary requirements for the Project to comply with the Americans with Disabilities Act (ADA). The Engineer shall rely on the local building department for interpretations of the ADA at the time the service is rendered. The Engineer does not warrant or guarantee that the Project will fully comply with interpretations of ADA requirements by regulatory or judicial bodies. Scandia,MN City Master Services Agreement-DRAFT 6 4.17 M.S. 471.425 Prompt Payment Act In accordance with MN Statutes 471.425, the Engineer will pay any consultant it has hired for work on a City Project within ten days of the Engineer's receipt of payment from the City for undisputed services provided by the consultant. The Engineer will pay interest of 1-1/2 percent per month or any part of a month to the consultant on any undisputed amount not paid on time to the Engineer. The minimum monthly interest penalty payment for an unpaid balance of $100 or more is $10. For an unpaid balance of less than $100, the Engineer shall pay the actual penalty due to the consultant. A consultant who prevails in a civil action to collect interest penalties from the Engineer must be awarded its costs and disbursements, including attorney's fees, incurred in bringing the action. 4.18 Survival of Terms The provisions of this Agreement which by their nature are intended to survive termination or expiration of this Agreement shall survive expiration or termination of this Agreement. 4.19 No Third Party Beneficiaries This Agreement only confers rights or benefits on the parties to this Agreement, and no other person or entity shall be deemed a third-party beneficiary hereof. 4.20 Independent Contractor. Engineer is an independent contractor. The manner in which the services are performed shall be controlled by Engineer; however, the nature of the services and the results to be achieved shall be specified by the CITY and shall be subject to this Agreement. Engineer is not to be deemed an employee or agent of City and has no authority to make any binding commitments or obligations on behalf of the City except to the extent expressly provided herein. All services provided by Engineer pursuant to this Agreement shall be provided by Engineer as an independent contractor and not as an employee of the City for any purpose, including but not limited to: income tax withholding, workers' compensation, unemployment compensation, FICA taxes, liability for torts and eligibility for employee benefits all of which shall be the sole responsibility of Engineer. SECTION 5. LIABILITY Having considered the potential liabilities that exist during the performance of the Engineer's services, the benefits of a Project, the Engineer's fee for its services, and the promises contained in this Agreement, the City and the Engineer agree that risks should be allocated in accordance with this section, to the fullest extent permitted by law. 5.1 Limitation of Liabilitv 5.1.1 The Engineer and the City each agree to indemnify each other from liability for losses, damages or expenses (including but not limited to, reasonable costs and reasonable attorney's fees) except to the extent they are caused by a party's respective negligent acts, errors or omissions, or willful misconduct relating to this Agreement provided however that such indemnification shall not exceed the liability limits set forth in Minnesota Statutes 466.04, Subd. 1(a) as amended. In the event the losses, damages or expenses are caused by the joint or concurrent negligence of the Engineer and the City, they shall be borne by each party in proportion to its own negligence. As to each party, in no event shall the indemnification obligation of such party extend beyond the date when the institution of legal or equitable proceedings against such parly would be barred by any applicable law. 5.1.2 Neither the City nor the Engineer shall be liable to the other for any consequential damages incurred due to the fault of the other or their agents. Consequential damages include, but are not limited to, loss of use, loss of profit and loss of markets. 5.2 Force Majeure Any default in the performance of this Agreement or any individual Project 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 Scandia,MN City Master Services Agreement-DRAFT 7 severe weather conditions or other natural catastrophe, or any other cause beyond the reasonable control or contemplation of either party. 5.3 Attorney's Fees In the event of a dispute hereunder, the substantially 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. Determination of the substantially prevailing parly shall consider written offers of settlement and shall be made by the judge or arbitrator hearing and deciding such dispute. 5.4 Design without Construction-phase Services If the Engineer's Basic Services under this Agreement as provided with respect to a specific Project include design but do not include Project observation, or review of the Contractor's pertormance, or any other construction phase services, then the City assumes all responsibility for interpretation of the plans and specifications and for construction observation or review and waives any claims against the Engineer that may be in any way connected thereto. SECTION 6. NOTICES Any notices required by this Agreement shall be given to the person below: Engineer: Lee Mann, Principal City: City Administrator Stantec Consulting Services Inc. City of Scandia 2335 West Highway 36 14727 209th St. N. Roseville, MN 33113 Scandia, MN 651-636-4600(phone) 651 433-2274 (phone) 651-636-1311(fax) 651 433-5112 (fax) Copy to: Current Appointed City Attorney Each party shall promptly notify the other in writing of any changes to the above. All notices required by this Agreement shall be delivered in writing by first-class mail, fax, or personal delivery, and shall be effective upon receipt. ***************************************** IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as of the day and year first above written. ENGINEER: CITY: STANTEC CONSULTING SERVICES INC. CITY OF SCANDIA, MN By By Lee Mann Randall Simonson, Mayor Date Date And By Anne Hurlburt, Administrator Date Scandia,MN City Master Services Agreement-DRAFT 8 Appendix A Basic Services for Construction Projects The Engineer's Basic Services for construction Projects consist of three phases, which are described below. 1. Feasibility Study / Report Phase Upon receipt of the City's authorization to proceed with the Feasibility Study/Report, the Engineer will: 1.1 After consulting with the City, perform an engineering feasibility study requiring the Project. The resulting report will indicate the scope of the Project and at a minimum will include the following elements: 1) Project sketches indicating the general nature of the proposed Project improvements; 2) Summary of preliminary design alternatives and recommendations; 3) Engineer's preliminary opinion of probable construction cost; 4) List of permits required from other governmental and administrative bodies; 5) Administrative, legal, bonding and engineering cost estimates based on a percentage of the construction cost; 6) Proposed funding sources. 1.2 Outline any anticipated permanent and temporary easements and rights-of-way needed for the construction of the Project. 1.3 Submit 10 copies of the Feasibility Report to the City five calendar days before review by the City Council. 1.4 Using maps and diagrams which depict the nature and location of the Project, present the data contained in the Report to the City Council at a public hearing. 2. Design Engineering Phase Upon receipt of City authorization to proceed with the Final Design, the Engineer will: 2.1 Design and prepare detailed plans and specifications for the Project. During its work, the Engineer will periodically consult with the City's appointed representative to obtain the City's comments. Upon completion, the Engineer will submit five sets of the plans and specifications for review by the City, five calendar days prior to their review and approval by the City Council at a public meeting. 2.2 Prepare the Contract Documents for review by the City and its attorneys, which include: 1) Construction agreement forms 2) Payment and performance bond forms 3) Proposal forms 4) General and supplemental conditions 5) Special provisions 6) Specifications 7) Construction drawings The Engineer will furnish Contract Document sets in sufficient quantity to satisfy the number of anticipated bidders. 2.3 Advise the City about necessary services in addition to those furnished by the Engineer, such as soil borings, testing services and other information needed for a Project. If authorized by the City, the Scandia,MN City Master Services Agreement-DRAFf 9 Engineer will assist the City to procure these services. The providers of these services will contract directly with the City and issue invoices directly to the Ciry. 2.4 Prepare a statement of the Engineer's opinion of probable construction cost for the Project, based upon designs established to this point. 2.5 Upon receipt of City Council authorization to proceed, the Engineer will assist the City in obtaining and analyzing construction bids for the Project. Based on the bids, the Engineer will prepare a recommendation for award of the construction contract. 3. Construction Engineering Phase Upon receipt of City authorization to proceed with the Construction Phase of the Project, the Engineer will: 3.1 Organize, attend and assist the City at the pre-construction conference with the successful bidder, and any other parties, bodies, or agencies which have an interest in the Project. The Engineer will also insure that the successful bidder submits all required bonds and insurance certificates. 3.2 Provide construction survey staking. 3.3 Visit the Project site at appropriate intervals during construction to become generally familiar with the progress and quality of the contractor's work and to determine if the work is proceeding in general accordance with the Contract Documents. Unless specifically provided in writing, the City has not retained the Engineer to make detailed inspections or to provide exhaustive or continuous Project review and observation services. Further, the Engineer does not supervise or have control over the Contractor's work, the means or methods of construction, or safery precautions in connection with the work. As a result, the Engineer does not guarantee the perFormance of a contractor, and has no responsibility for the acts or omissions of any contractor, subcontractor, supplier or any other entity furnishing materials or performing any work on a Project. Except to the extent such act or omission is based on a directive or recommendation of the Engineer. (More extensive site representation may be agreed to as a Supplemental Service, as described in Appendix B.) 3.4 Review shop drawings, samples and other submissions of the Contractor solely for their general compatibility with the Engineer's design intent and conformance with information given in the Contract Documents. Except for the foregoing sentence, the Engineer shall not be responsible for any aspects of a shop drawing submission relating to the duties of the Contractor (such as the means, methods, techniques, sequences and operations of construction, safety precautions and programs incidental thereto) all of which are the Contractor's responsibility, and not the responsibility of the Engineer. 3.5 Review the Contractor's request for progress payments, advise the City in writing as to the Engineer's opinion of the extent of the work completed in accordance with the terms of the Construction Contract, and issue for processing by the City all requests for payment. 3.6 Make recommendations to the City as to all claims relating to the execution and progress of the construction work. 3.7 Issue such additional instructions to the Contractor as may be necessary to interpret the drawings and specifications or the illustrated changes required in the Contractor's work. 3.8 After consulting with the City, prepare designs and/or Change Orders for work not covered by the Contract or for substantial over-run of estimated "contract quantities" as defined in the Project's Contract Documents, for the City's approval and execution. Change Orders shall be processed as soon as practical after the City provides written approval to the Engineer. The City understands that Change Orders may be required during a Project for many reasons, including because of incompleteness, errors, or ambiguities in the Construction Documents. The Engineer shall not be liable for any type or quantity of Change Orders that are within professional standards. In no event shall the Engineer be responsible for paying the cost of a Change Order or other change to the extent that it would have been otherwise reasonably necessary to a Project or otherwise adds value or betterment to a Project equal to or in excess of such cost. 3.9 Conduct construction progress reviews with the Contractor and the City related to the Contractor's date of completion. Scandia,MN City Master Services Agreement-DRAFT �� 3.10 Coordinate periodic field tests during the course of construction and immediately notify the City of any issues. 3.11 Conduct an inspection to determine if the work is substantially complete. On the basis of its on-site observations, the Engineer shall prepare a "punch list" for the Contractor, listing work left to be completed by the Contractor. 3.12 Conduct, in the presence of the City's Representative, a final inspection of the Project as constructed to determine whether it: 1) Generally conforms with the Engineer's �iesign concept of the Project as contained in the Contract Documents, and 2) Appears to be constructed in accordance with the Contract Documents. The Engineer shall certify a recommendation for acceptance of the work to the City and then shall forward to the City a written approval of the Contractor's Request for Final Payment which shall be signed by the Contractor. 3.13 Arrange for the City to receive detailed instructions regarding the operation and maintenance of any equipment, machinery or apparatus installed as part of the Project. Such instructions shall be supplied by the Contractor and manufacturers' representatives. 3.14 Collect field measurements required to produce��Record Plans." Scandia,MN City Master Services Agreement-DRAFT 11 Appendix B Supplemental Services 1. Pre-Authorized Suppiemental Services Engineer is hereby authorized to perform or furnish, without requesting or receiving specific advance authorization from City, the Supplemental Services of the types listed below as reasonably needed for a Project. 1.1 Preliminary surveying beyond the staking provided in 3.2 of Appendix A. 1.2 Assisting the City in preparing applications necessary for approvals, permits and licenses from other entities, such as the Minnesota Department of Transportation, Minnesota Department of Health, Minnesota Pollution Control Agency, Minnesota Department of Natural Resources, U.S. Army Corps of Engineers, counties, watershed districts, railroads, and private utilities, and making any unanticipated changes resulting therefrom. 1.3 Making revisions in drawings, specifications or other documents when such revisions are: 1.3.1 Requested by the City and are inconsistent with approvals or instructions previously given by the City; 1.3.2 Required by the enactment or revisions of codes, laws or regulations subsequent to the preparation of such documents; 1.3.3 Due to changes required as a result of the City's failure to render decisions in a timely manner; or 1.3.4 Due to any other causes beyond the Engineer's control. 1.4 Consultation regarding the replacement of all such parts of a Project as may be damaged by fire or other cause during construction and assisting the City in arranging for continuation of the work should the Contractor default for any reason. 1.5 Services made necessary by the default of a Contractor, by major defects or deficiencies in the work of a Contractor, or by failure of performance of either the City or a Contractor under the Contract for construction. 1.6 Construction dispute resolution assistance. 1.7 Services in connection with warranty work to be done by the Contractor. 1.8 Reproducible "Record Plans" of the construction Project showing those changes the Engineer considers significant which were made during the construction process, based on marked-up prints, drawings, and other data furnished by the Contractor, upon which the Engineer may rely in preparing the Record Plans. 2. Other Potential Supplemental Services If authorized by the City, the Engineer will provide the following Supplemental Services: 2.1 Land surveys and the preparation of legal descriptions and exhibits, certificates or plats. 2.2 Environmental assessments, assessment worksheets, audits, investigations, and impact statements; and other relevant environmental studies for a Project, the site, and adjacent areas. 2.3 Transportation engineering and planning services, including: 2.3.1 Transportation analysis which encompasses and benefits an area greater than that of a Project. 2.3.2 Traffic signing and pavement marking design. 2.3.3 Traffic analysis, signal justification reports, and development of signal timing associated with preparing traffic signal plans and specifications. 2.3.4 Traffic analysis required for roadway and intersection geometric design. 2.3.5 Project development reports (Project path and design study) required for Mn/DOT-funded Projects. 2.4 Attendance at neighborhood meetings. 2.5 Assistance with assessments. 2.6 Attendance at and assistance with assessment hearings. Scandia,MN City Master Services Agreement-DRAFT �2 2.7 Assistance with easements. 2.8 Operator training. 2.9 Preparation of detailed operation and maintenance manuals. 2.10 User rate studies. 2.11 Pilot testing. 2.12 Preparation of applications for funding assistance. 2.13 Hydraulic and hydrologic studies, such as: 2.13.1 Hydraulic analysis benefiting an area greater than that of a Project. 2.13.2 Stormwater, surface water and groundwater quality analyses. 2.14 Attendance at more than one public hearing per Project. 2.15 Assisting the City or its representative in connection with mediation, arbitration, litigation or other proceedings involving a Project, including preparing to testify and testifying as an expert witness. 2.16 Providing one or more full-time Resident Project Representatives (and assistant[s]) in order to provide the City with continuous representation at a Project site during the Construction Phase. 2.17 Assisting the City in defending any claim made by an unsuccessful bidder for a Project. 2.18 Providing any other service not otherwise included in Basic Services or not customarily furnished in accordance with generally accepted engineering practice. Scandia,MN City Master Services Agreement-DRAFT 13 Appendix C The City's Responsibilities 1 Provide sufficient information as to its requirements for a Project. The City will adequately define the scope of a Project. Assistance by the Engineer in scoping or defining a Project will be compensated as a Supplemental Service. 2 Furnish to the Engineer, prior to any performance by the Engineer under this Agreement, a copy of any planning, design and construction standards of the City which the City shall require the Engineer to follow in preparation of Contract Documents for a Project. 3 Subject to the Minnesota Data Practices Act or any state or federal law relating to the protection of such date, place at Engineer's disposal all available written data pertinent to a Project, including existing reports, plats, surveys, contour mapping, utility mapping, record plans, wetlands, land-use, and zoning maps, borings and other data affecting the design and/or construction of a Project. 4 Make all reasonable efforts to acquire all land, easements, and rights-of-way for a Project. 5 Provide access to Project sites and make all provisions for the Engineer to enter upon public and to the extent reasonably possible private lands as required by the Engineer to perform its services. 6 Examine all studies, reports, sketches, Opinions of Probable Construction Costs, specifications, drawings, proposals and other documents presented by the Engineer and promptly render the City's decisions pertaining to each of such documents. 7 Provide legal review of the Contract Documents and provide any required accounting and insurance counseling services for a Project to the extent that the City deems necessary to protect its interests. City understands that the Engineer, in performing engineering and related professional technical services, is not engaged in rendering legal, insurance, or accounting services or advice. 8 Designate a single person to act as the Ciry's Representative with respect to the Engineer's services. Such person shall have complete authority to transmit instructions, receive information, and interpret and define the City's policies and decisions with respect to services covered by this Agreement, subject to City Council approval when required by law or City policy. 9 Give prompt written notice to the Engineer whenever the City observes or otherwise becomes aware of any defect in a Project or any development that affects the scope or timing of the Engineer's services. 10 Furnish, or authorize the Engineer to provide at the City's expense, "Other Potential Supplemental Services" as provided in Appendix B as they may be needed for a Project. li Furnish to the Engineer, as required by the Engineer for performance of its services, information or consultations not covered under the Engineer's Basic Services, such as core borings, probings and subsurface explorations; hydrographic surveys, laboratory tests and inspections of samples, materials and equipment; and appropriate professional interpretations of all of the foregoing; and zoning and deed restrictions. 12 Furnish approvals and permits from all governmental authorities having jurisdiction over the Project and such approvals and consents from others as may be necessary for completion of the work. 13 Act promptly on all construction contract Change Orders and provide authorization before Change Orders are issued to the Contractor on a Project. 14 Furnish, if City desires, inspection or monitoring services to verify that Contractor is complying with all laws or regulations and to verify that Contractor is taking all necessary safety precautions to protect persons and property, as the Engineer in this Agreement does not undertake to perform these services. In performing its services, the Engineer may rely upon the accuracy and completeness of all City- provided information. Scandia,MN City Master Servlces Agreement-DRAFT 14 Appendix D Compensation for Design Engineering Basic Services 1. Basis of Compensation a. For a Project whose construction cost the Engineer believes will be more than $100,000, the compensation (��Fee") for Design Engineering Basic Services is a percentage of the��Construction Cost of the Project,"defined as follows: 1) For completed construction, the costs to the City of all work performed (including the value of all alternates designed, whether awarded or not). 2) For construction work bid but not constructed, the average of the three lowest bona fide bids received from qualified bidders (including the value of all alternates designed, whether awarded or not). 3) For work for which bids have not been received, the Engineer's latest Opinion of Probable Construction Cost. "Construction Cost of the Project" does not include: 1) Any payments to the Engineer or its consultants or to City consultants. 2) The cost of the land or right-of-way and the cost legal or otherwise to acquire such land or right-of-way. 3) Other costs for items which are the responsibility of the City as described in Appendix C that were not specified by the Engineer. b. As an alternative basis of compensation for a particular Project if agreed to by both parties, the City shall pay the Engineer on a lump sum basis or other agreed upon basis where the amount is negotiated between the two parties. 2. Compensation Determination The Design Engineering Basic Services Fee shall be determined as follows: a. For a Project whose construction cost the Engineer believes will be more than $100,000, the City shall pay the Engineer a percentage of the Construction Cost of the Project as determined from the table below. The percentage amount will be based on the Construction Cost determined in accordance with Paragraph 1 above, Basis of Compensation. Basic Services Fee for Construction Desi n En ineerin Phase Cost Schedule 1 Schedule 2 $ 100 000 11.05% 8.56% 150,000 10.45% 8.18% 200 000 9.85% 7.80% 250 000 9.26% 7.42% 300 000 9.03% 7Z7% 400 000 8.56% 6.95% 500 000 8.09% 6.65% 750 000 7.51% 6.30% 1 000 000 7.15% 5.91% 2,000 000 6.48% 5.46% 4,000 000 6.04% 5.04% For a construction cost between listed amounts the fee will be inter olated. Scandia,MN City Master Services Agreement-DRAFT 15 Schedule 1 establishes the Fee for the following types of construction Projects: 1) Projects involving process engineering (e.g., pumping stations, wells); 2) Projects which require outside funding agency approval; 3) Structural facilities (e.g., pumphouses, retaining walls); 4) Park work and landscape architecture; 5) Multi-agency Projects; 6) Traffic signal Projects; 7) Street reconstruction Projects. Schedule 2 establishes the Fee for all other types of construction Projects, except for water or wastewater treatment Projects, architectural, and bridges. The Fee for these Projects will be negotiated between the parties. b. For a Project whose construction cost the Engineer believes will be less than $100,000, the City shall pay the Engineer for Basic Services on an hourly basis in accordance with Appendix E, Billing Rate Schedule. As an alternative for a particular Project if agreed to by both parties, the City shall pay the Engineer on a lump sum basis where the amount is negotiated between the two parties. Scandia,MN City Master Services Agreement-DRAFT �6 Appendix E 2012 Billing Rate Schedule CITY OF SCANDIA, MN Classification Hourl Rates Senior Principal $122.00 - $149.00 Principal 116.00 - 145.00 Project Manager 112.00 - 140.00 Senior Geologist/ Environmental Health &Safety 110.00 - 129.00 S ecialist/ H ienist Senior Engineer/ Scientist/ Architect/ Landscape 107.00 - 139.00 Architect/ Planner Architect � Landscape Architect 97.00 - 119.00 Land Surveyor 85.00 - 119.00 Engineer � Planner � Scientist � Geologist � Hygienist � 81.00 - 119.00 EH&S S ialist Designer � GIS � Landscape Designer � Graphics 80.00 - 110.00 Engineering Technician � Senior Project Technician 60.00 - 100.00 Project Technician 43.00 - 72.00 Field Supervisor 86.00 - 122.00 Crew Chief 66.00 - 109.00 Environmental/AgriculturalInspector 65.00 - 109.00 Inspector 65.00 - 99.00 Survey Technician 45.00 - 70.00 GPS Survey Equipment 39.00 Total Station Equipment 29.00 GIS Workstation Equipment 23.00 GPS Submeter Unit(per use) 82.00 These rates are ad�usted annuall in accordance with the normal review rocedures of Stantec. Scandia,MN City Master Services Agreement-DRAFT ��