Loading...
10.d1 Agreement for Designated City EngineerPage 1 of 16 AGREEMENT FOR DESIGNATED CITY ENGINEER PUBLIC CLIENT and BOLTON & MENK, INC. This Agreement made this 15th day of September 2026, by and between City of Scandia, 14727 209th Street N, Scandia, MN 55073, ("City"), and BOLTON & MENK, INC., 3507 High Point Drive North, Bldg. 1 Suite E130 Oakdale MN 55128, ("CONSULTANT"). WITNESS, whereas the CLIENT requires professional services for: 1) general municipal engineering matters, including designation of a licensed professional engineer for CLIENT'S City Engineer position, and 2) various project specific assignments or tasks; and whereas the CONSULTANT agrees to furnish the necessary professional services required and assigned as needed by the CLIENT. NOW, THEREFORE, in consideration of the mutual covenants and promises between the parties hereto, it is agreed: SECTION I - CONSULTANT'S SERVICES A. The CONSULTANT agrees to perform the various professional general and project engineering services as hereinafter described. B. GENERAL AND DESIGNATED CITY ENGINEER SERVICES 1. The CONSULTANT shall serve in the position as City Engineer under the direction of the City Administrator and provide the following City Engineer Services. a. The CONSULTANT agrees to assign an experienced licensed professional engineer from its staff to be the designated City Engineer and perform the required services and to provide such other staff as may be appropriate or necessary to complete requested services. b. CONSULTANT and CITY hereby designate and appoint Isiah C. Bubany, P.E. as the designated City Engineer. 2. The City Engineer shall attend City staff meetings as requested and shall assist CLIENT staff on engineering related issues. 3. As requested by CLIENT staff, the City Engineer shall attend City Council meetings, and other meetings. Attendance at City Council meetings is at NO CHARGE. 4. The City Engineer shall advise and provide engineering services to CLIENT staff and Council for general engineering matters in which the City becomes involved. 5. General and Designated City Engineer Services shall be compensated on the following basis: Page 2 of 16 a. General and Designated City Engineer compensation will be made as set forth in Section Ill.A on an hourly basis. Compensation for Designated City Engineer shall be at the rate, as shown in the Schedule of Fees attached hereto as Schedule 1. The first 30 hours per month shall be compensated for at a reduced rate of $75/hour. b. General and Designated City Engineer Services assigned in Section I.B to CONSULTANT staff other than the Designated City Engineer, will be compensated as Additional Services on an hourly basis at the Schedule of Fees rates referenced in 111.A.l, unless separate compensation is expressly set forth in I.B.5.a or Ill for such General and Designated City Engineer Services performed by CONSULTANT staff other than the Designated City Engineer. 6. The City Engineer shall provide professional and technical oversight, but not direct employee supervision, of CLIENT engineering staff relative to the CLIENT'S improvement program, including but not limited to assistance with preparation of improvement reports; review of and assistance with improvement plans and bidding documents; assistance with construction contract administration. CLIENT retains all employer and supervisory responsibilities over its employees affected by this paragraph and will coordinate communications and assigned duties between the CONSULTANT and CLIENT'S employees. a. Nothing in paragraph I.B.6 is intended or should be construed in any manner as creating or establishing an employment or supervisory relationship between the CONSULTANT and CLIENT or any CLIENT employees for which the City Engineer may provide professional and technical oversight. CLIENT waives all claims against CONSULTANT arising from the performance or non-performance of CLIENT employees. 7. Upon request by CLIENT staff, the City Engineer, or its qualified CONSULTANT staff designee, shall review building and site plans and other documents for conformance with CLIENT engineering standards. CONSULTANT is entitled to rely on accuracy of documents as furnished for review without independent verification or calculation. Such reviews are solely for the information and benefit of the CLIENT as a professional opinion limited to consideration of CLIENT's established review criteria. CONSULTANT's services shall not be construed as verification, approval or acceptance of any third-party design or documents. If additional review, beyond that described herein, is desired by CLIENT, such services will be performed as Additional Services. 8. Other specific assigned duties of City Engineer under this agreement. Page 3 of 16 C. PROJECT SPECIFIC SERVICES 1. Engineering and other professional services requested for specific project related studies, surveys, design, plan and specification preparation and construction administration may be authorized as "Project Specific Services" by separate Task Order or Addendum for each assignment and in connection with each proposed project (each referred to as "Project" or "project") associated with that Task Order or Addendum. A sample Task Order form is attached at the end of this Agreement. 2. Scope, schedule and compensation for each Project Specific Services assignment shall be documented by a separate Task Order or Addendum and invoiced under a separate project or task number for each assignment. Upon acceptance of the Task Order or Addendum, the CONSULTANT agrees to perform the required services for the assignment. 3. Project Specific Services shall be compensated in accordance with Section Ill.Al and as expressly set forth in the applicable Task Order or Addendum for such Services. D. ADDITIONAL SERVICES 1. Upon mutual agreement of the parties, Additional Services may also be authorized as described in Paragraph IV.B. Additional Services as outlined in Section I.D and IV.B will vary depending upon project conditions and will be billed on an hourly basis at the Schedule of Fees rates described in Section 111.A.l. SECTION II -THE CLIENT'S RESPONSIBILITIES A. The CLIENT shall promptly compensate the CONSULTANT in accordance with Section Ill of this Agreement. B. The CLIENT shall place any and all previously acquired information in its custody at the disposal of the CONSULTANT for its use pursuant to this Agreement. Such information shall include, but is not limited to: boundary surveys, topographic surveys, utility information, preliminary sketch plan layouts, building plans, soil surveys, abstracts, deed d scriptions, tile maps and layouts, aerial photos, utility agreements, environmental reviews, and zoning limitations. The CONSULTANT may rely upon the accuracy and sufficiency of all such information in performing services unless otherwise instructed, in writing, by CLIENT. C. The CLIENT will guarantee access to and make all provisions for entry upon public portions of the project and reasonable efforts to provide access to private portions and pertinent adjoining properties. D. The CLIENT will give prompt notice to the CONSULTANT whenever the CLIENT observes or otherwise becomes aware of any defect in the proposed project. E. The CLIENT shall designate a liaison person to act as the CLIENT'S representative with respect to services to be rendered under this Agreement. Said representative shall have the authority to transmit instructions, receive instructions, receive information, interpret and define the CLIENT'S policies with respect to the project and CONSULTANT'S services. Page 4 of 16 F.The CONSULTANT'S services do not include legal, insurance counseling, accounting, independent cost estimating, financial advisory or "municipal advisor" (as described in Section 975 of the Dodd- Frank Wall Street Reform and Consumer Protection Act 2010 and the municipal advisor registration rules issued by the SEC) professional services and the CLIENT shall provide such services as may be required for completion of the project described in this Agreement. G. The CLIENT will obtain any and all regulatory permits required for the proper and legal execution of the Project. CONSULTANT will assist CLIENT with permit preparation and documentation to the extent described in the appropriate Task Order. H. The CLIENT may hire, at its discretion, when requested by the CONSULTANT, an independent test company to perform laboratory and material testing services, and soil investigation that can be justified for the proper design and construction of the project. The CONSULTANT shall assist the CLIENT in selecting a testing company. Payment for testing services shall be made directly to the testing company by the CLIENT and is not part of this Agreement. If CLIENT elects not to hire an independent test company, CLIENT shall provide CONSULTANT with guidance and direction on completing those aspects of design and construction that require additional testing data. SECTION Ill - COMPENSATION FOR SERVICES A. FEES. 1. The CLIENT will compensate the CONSULTANT in accordance with the Schedule of Fees attached hereto as Schedule 1. 2. The attached Schedule of Fees shall apply for services provided through December 31, 2027, unless otherwise stated. Hourly rates may be adjusted by CONSULTANT, in consultation with CLIENT, on an annual basis thereafter to reflect reasonable changes in its operating costs. Adjusted rates will become effective on January 1st of each subsequent year, upon written acceptance by CLIENT. 3. Rates and charges do not include sales tax. If such taxes are imposed and become applicable after the date of this Agreement CLIENT agrees to pay any applicable sales taxes. 4. The rates in the Schedule of Fees include labor, general business and other normal and customary expenses associated with operating a professional business. Unless otherwise agreed in writing, the above rates include vehicle and personal expenses, mileage, telephone, survey stakes and routine expendable supplies; and no separate charges will be made for these activities and materials. 5. Additional Services as outlined in Section I.D and IV.B will vary depending upon project conditions and will be billed on an hourly basis at the Schedule of Fees rates described in Section 111.A.1. 6. Expenses required to complete the agreed scope of services or identified in this paragraph 111.A.6 will be invoiced separately, and include, but are not limited to: large quantities of prints; extra report copies; out-sourced graphics and photographic reproductions; document recording fees; special field and traffic control equipment rental; outside professional and technical assistance; geotechnical services; and other items of this general nature required by the CONSULTANT to fulfill the terms of this Agreement. CONSULTANT shall be reimbursed at cost Page 5 of 16 plus an overhead fee (not-to-exceed 10%) for these Direct Expenses incurred in the performance of the work, except as otherwise explicitly described in the Task Order or Addendum for the specific assignment. B. PAYMENTS AND RECORDS 1. The payment to the CONSULTANT will be made by the CLIENT upon billing at intervals not more often than monthly at the herein rates and terms. 2. If CLIENT fails to make any payment due CONSULTANT for undisputed services and expenses within 45 days after date of the CONSULTANT'S invoice, a service charge of one and one-half percent (1.5%) per month or the maximum rate permitted by law, whichever is less, will be charged on any unpaid balance. 3. In addition to the service charges described in preceding paragraph, if the CLIENT fails to make payment for undisputed services and expenses within 60 days after the date of the invoice, the CONSULTANT may, upon giving seven days' written notice to CLIENT, suspend services and withhold project deliverables due under this Agreement and/or any Task Order until CONSULTANT has been paid in full for all past due amounts for undisputed services, expenses and charges, without waiving any claim or right against the CLIENT and without incurring liability whatsoever to the CLIENT. 4. Documents Retention. The CONSULTANT will maintain records that reflect all revenues, costs incurred and services provided in the performance of the Agreement. The CONSULTANT will also agree that the CLIENT, State, or their duly authorized representatives may, at any time during normal business hours and as often as reasonably necessary, have access to and the right to examine, audit, excerpt, and transcribe any books, documents, papers, records, etc., and accounting procedures and practices of the CONSULTANT which are relevant to the contract for a period of six years. SECTION IV - GENERAL A. STANDARD OF CARE Professional services provided under this Agreement will be conducted in a manner consistent with that level of care and skill ordinarily exercised by members of the CONSULTANT'S profession currently practicing under similar conditions. No warranty, express or implied, is made. B. CHANGE IN PROJECT SCOPE In the event the CLIENT changes or is required to change the scope or duration of the project from that described in this Agreement or any Task Order or Addendum, and such changes require Additional Services by the CONSULTANT, the CONSULTANT shall be entitled to additional compensation at the applicable hourly rates. To the fullest extent practical, the CONSULTANT shall give notice to the CLIENT of any Additional Services, prior to furnishing such Additional Services. The CONSULTANT shall furnish an estimate of additional cost, prior to authorization of the changed scope of work and the change will be memorialized in writing and executed, either as an Addendum to this Agreement or the affected Task Order; or issuance of a new Task Order for the Additional Services. Page 6 of 16 C.LIMITATION OFLIABILITY 1. Liability of CONSULTANT. CONSULTANT shall indemnify and hold harmless CLIENT from losses, damages, and judgments (including reasonable attorneys' fees and expenses of litigation as set forth below) arising from third-party claims or actions relating to the Project only to the extent caused by the acts, negligence, errors or omissions (whether in the performance of professional services or otherwise) of CONSULTANT or CONSULTANT'S employees, agents, or subconsultants occurring during the scope of CONSULTANT's work on the Project, and provided that any such claim, action, loss, damages, or judgment is attributable to bodily injury, sickness, disease, or death, or to injury to or destruction of tangible property. This indemnification shall not apply to claims for consequential damages, lost revenues, increased expense or lost profits, nor to any claim for punitive or exemplary damages. This indemnification shall include reimbursement of CLIENT'S reasonable attorneys' fees and expenses of litigation, but only to the extent that defense is insurable under CONSULTANT's comprehensive general liability and professional errors and omissions insurance policies. 2. General Liability of Client. To the fullest extent permitted by law and subject to the maximum limits of liability set forth in Minnesota Statutes Section 466.04, CLIENT shall indemnify, defend and hold harmless CONSULTANT from losses, damages, and judgments (including reasonable attorneys' fees and expenses of litigation) arising from third-party claims or actions relating to the project, provided that any such claim, action, loss, damages, or judgment is attributable to bodily injury, sickness, disease, or death, or to injury to or destruction of tangible property, but only to the extent caused by the acts or omission of CLIENT or CLIENT'S employees, agents, or other consultants. This indemnification shall not apply to claims for consequential damages, lost revenues, increased expense or lost profits, nor to any claim for punitive or exemplary damages. 3. To the fullest extent permitted by law, CLIENT and CONSULTANT waive against each other, and the other's employees, officers, directors, members, agents, insurers, partners, and consultants, any and all claims for or entitlement to special, incidental, indirect, or consequential damages arising out of, resulting from, or in any way related to this Agreement, from any cause or causes. CLIENT waives all claims against individuals involved in the services provided under this Agreement and agrees to limit all claims to the CONSULTANT's corporate entity. 4. 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 the CONSULTANT. The CONSULTANT'S services under this Agreement are being performed solely for the CLIENT'S benefit, and no other entity shall have any claim against the CONSULTANT because of this Agreement or the performance or nonperformance of services provided hereunder. D. INSURANCE 1. The CONSULTANT agrees to maintain, at CONSULTANT'S expense a commercial general liability (CGL) and excess or umbrella general liability insurance policy or policies insuring CONSULTANT against claims for bodily injury, death or property damage arising out of CONSULTANT'S general business activities. The general liability coverage shall provide limits of not less than $2,000,000 per occurrence and not less than $2,000,000 general aggregate. Coverage shall include Premises and Operations Bodily Injury and Property Damage; Personal and Advertising Injury; Blanket Contractual Liability; Products and Completed Operations Liability. Page 7 of 16 2. The CONSULTANT also agrees to maintain, at CONSULTANT'S expense, a single limit or combined limit automobile liability insurance and excess or umbrella liability policy or policies insuring owned, non-owned and hired vehicles used by CONSULTANT under this Agreement. The automobile liability coverages shall provide limits of not less than $1,000,000 per accident for property damage, $2,000,000 for bodily injuries, death and damages to any one person and $2,000,000 for total bodily injury, death and damage claims arising from one accident. 3. CLIENT shall be named Additional Insured for the CGL and Auto liability policies to the extent permitted by CONSULTANT's insurers. 4. The CONSULTANT agrees to maintain, at the CONSULTANT'S expense, statutory worker's compensation coverage together with Coverage B, Employer's Liability limits of not less than $500,000 for Bodily Injury by Disease per employee, $500,000.00 for Bodily Injury by Disease aggregate and $500,000 for Bodily Injury by Accident. 5. The CONSULTANT also agrees to maintain, at CONSULTANT'S expense, Professional Liability Insurance coverage insuring CONSULTANT against damages for legal liability arising from a negligent act, error or omission in the performance of professional services required by this Agreement during the period of CONSULTANT'S services and for three years following date of final completion of its services. The professional liability insurance coverage shall provide limits of not less than $2,000,000 per claim and an annual aggregate of not less than $2,000,000 on a claims-made basis. 6. CLIENT shall maintain statutory Workers Compensation insurance coverage on all of CLIENT'S employees and other liability insurance coverage for injury and property damage to third parties due to the CLIENT'S negligence. 7. Prior to commencement of this Agreement, CONSULTANT will provide the CLIENT with certificates of insurance, showing evidence of required coverages. All policies of insurance shall contain a provision or endorsement that the coverage afforded will not be canceled or reduced in limits by endorsement for any reason except non-payment of premium, until at least 30 days prior written notice has been given to the Certificate Holder, and at least 10 days prior written notice in the case of non-payment of premium. E. OPINIONS OR ESTIMATES OF CONSTRUCTION COST Where provided by the CONSULTANT as part of General and Designated City Engineer Services or any Task Order or Addendum or otherwise, opinions or estimates of construction cost will generally be based upon public construction cost information. Since the CONSULTANT has no control over the cost of labor, materials, competitive bidding process, weather conditions and other factors affecting the cost of construction, all cost estimates are opinions for general information of the CLIENT and the CONSULTANT does not warrant or guarantee the accuracy of construction cost opinions or estimates. The CLIENT acknowledges that costs for project financing should be based upon contracted construction costs with appropriate contingencies. Page 8 of 16 F. CONSTRUCTION SERVICES It is agreed that the CONSULTANT and its representatives shall not at any time supervise, direct, control, or have authority over any contractor's work, nor shall CONSULTANT have authority over or be responsible for the means, methods, techniques, sequences, or procedures of construction selected or used by any contractor, or the safety precautions and programs incident thereto, for security or safety at any Project site, nor for any failure of a Contractor to comply with Laws and Regulations applicable to that Contractor's furnishing and performing of its work. CONSULTANT shall not be responsible for the acts or omissions of any Contractor. CLIENT acknowledges that on- site contractor(s) are solely responsible for construction site safety programs and their enforcement. G. USE OF ELECTRONIC/DIGITAL DATA 1. Because of the potential instability of electronic/digital data and susceptibility to unauthorized changes, copies of documents that may be relied upon by CLIENT are limited to the printed copies (also known as hard copies) that are signed or sealed by CONSULTANT. Except for electronic/digital data which is specifically identified as a project deliverable for this Agreement or except as otherwise explicitly provided in this Agreement, all electronic/digital data developed by the CONSULTANT as part of the project is acknowledged to be an internal working document for the CONSULTANT'S purposes solely and any such information provided to the CLIENT shall be on an "AS IS" basis strictly for the convenience of the CLIENT without any warranties of any kind. As such, the CLIENT is advised and acknowledges that use of such information may require substantial modification and independent verification by the CLIENT (or its designees). 2. Provision of electronic/digital data, whether required by this Agreement or provided as a convenience to the Client, does not include any license of software or other systems necessary to read, use or reproduce the information. It is the responsibility of the CLIENT to verify compatibility with its system and long-term stability of media. CLIENT shall indemnify and hold harmless CONSULTANT and its Subconsultants from all claims, damages, losses, and expenses, including attorneys' fees arising out of or resulting from third party use or any adaptation or distribution of electronic/digital data provided under this Agreement, unless such third party use and adaptation or distribution is explicitly authorized by this Agreement. H. REUSE OF DOCUMENTS 1. Drawings and Specifications and all other documents (including electronic and digital versions of any documents) prepared or furnished by CONSULTANT pursuant to this Agreement are instruments of service in respect to the project and CONSULTANT shall retain an ownership interest therein. Upon payment of all fees owed to the CONSULTANT, the CLIENT shall acquire a limited license in all identified deliverables (including Reports, Plans and Specifications) for any reasonable use relative to the project and the general operations of the CLIENT. Such limited license to Owner shall not create any rights in third parties. Page 9 of 16 2. CLIENT may make and disseminate copies for information and reference in connection with the use and maintenance of the project by the CLIENT. However, such documents are not intended or represented to be suitable for reuse by CLIENT or others on extensions of the project associated with any particular Task Order or Addendum or on any other project. Any reuse by CLIENT or, any other entity acting under the request or direction of the CLIENT, without written verification or adaptation by CONSULTANT for such reuse will be at CLIENT'S sole risk and without liability or legal exposure to CONSULTANT and CLIENT shall indemnify and hold harmless CONSULTANT from all claims, damages, losses and expenses including attorney's fees arising out of or resulting from such reuse. I. CONFIDENTIALITY CONSULTANT agrees to keep confidential and not to disclose to any person or entity, other than CONSULTANT'S employees and subconsultants any information obtained from CLIENT not previously in the public domain or not otherwise previously known to or generated by CONSULTANT. These provisions shall not apply to information in whatever form that comes into the public domain through no fault of CONSULTANT; or is furnished to CONSULTANT by a third party who is under no obligation to keep such information confidential; or is information for which the CONSULTANT is required to provide by law or authority with proper jurisdiction; or is information upon which the CONSULTANT must rely for defense of any claim or legal action. J. PERIOD OF AGREEMENT This Agreement will remain in effect for the longer of a period of five years (5) years after written authorization to proceed is issued by CLIENT; or until the specified completion date for any subsequently issued Task Order or Addendum that falls after the end of that period; or such other expressly identified completion date, after which time the Agreement may be extended upon mutual agreement of both parties. K. TERMINATION This Agreement, or any individual Task Order, may be terminated: 1. For Cause, by either party upon 7 days written notice in the event of substantial failure by other party to perform in accordance with the terms of this Agreement through no fault of the terminating party. For termination by CONSULTANT, "Cause" includes, but is not limited to, failure by CLIENT to pay undisputed amounts owed to CONSULTANT within 120 days of invoice and delay or suspension of CONSULTANT's services for more than 120 days for reasons beyond CONSULTANT'S cause or control; or, 2. For convenience by CLIENT upon 7 days written notice to CONSULTANT. 3. The notice of termination shall identify the individual Task Order being terminated, or if the terminating party intends to terminate the entire Agreement the notice shall so state. This Termination process shall apply only to those elements expressly identified in the notice. 4. Notwithstanding the foregoing, this Agreement or the individual Task Order identified in the required notice of termination for cause will not terminate under this paragraph IV.Kif the party Page 10 of 16 receiving such notice immediately commences correction of any substantial failure and cures the same within 10 days of receipt of the notice. 5. In the event of termination by CLIENT for convenience or by CONSULTANT for cause, the CLIENT shall be obligated to the CONSULTANT for payment of amounts due and owing including payment for services performed or furnished to the date and time of termination, computed in accordance with Section Ill of this Agreement. CONSULTANT shall deliver and CLIENT shall have, at its sole risk, right of use of any completed or partially completed deliverables, subject to provisions of Paragraph IV.H. 6. In event of termination by CLIENT for cause and in addition to any other remedies available to CLIENT, CONSULTANT shall deliver to CLIENT and CLIENT shall have right of use of any completed or partially completed deliverables, in accordance with the provisions of Paragraph IV.H. CLIENT shall compensate CONSULTANT for all undisputed amounts owed CONSULTANT as of the date of termination. L. INDEPENDENT CONTRACTOR Nothing in this Agreement is intended or should be construed in any manner as creating or establishing the relationship of co-partners between the parties hereto or as constituting the CONSULTANT or any of its employees as the agent, representative, or employee of the CLIENT for any purpose or in any manner whatsoever. The CONSULTANT is to be and shall remain an independent contractor with respect to all services performed under this Agreement. M. CONTINGENT FEE The CONSULTANT warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the CONSULTANT to solicit or secure this Agreement, and that it has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift or any other consideration, contingent upon or resulting from award or making of this Agreement. N. NON-DISCRIMINATION The CONSULTANT is an equal opportunity employer and federal contractor or subcontractor. Consequently, the parties agree that, as applicable, they will abide by the requirements of 41 CFR 60- 1.4(a), 41 CFR 60-300.S(a) and 41 CFR 60-741.S(a) and that these laws are incorporated herein by reference. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity or national origin. These regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, protected veteran status or disability. The parties also agree that, as applicable, they will abide by the requirements of Executive Order 13496 (29 CFR Part 471, Appendix A to Subpart A), relating to the notice of employee rights under federal labor laws. Page 11 of 16 0. ASSIGNMENT Neither party shall assign or transfer any interest in this Agreement without the prior written consent of the other party. P. SURVIVAL All obligations, representations and provisions made in or given in Section IV and Documents Retention clause of this Agreement will survive the completion of all services of the CONSULTANT under this Agreement or the termination of this Agreement for any reason. Q. SEVERABILITY Any provision or part of the Agreement held to be void or unenforceable under any law or regulation shall be deemed stricken, and all remaining provisions shall continue to be valid and binding upon CLIENT and CONSULTANT, who agree that the Agreement shall be reformed to replace such stricken provision or part thereof with a valid and enforceable provision that comes as close as possible to expressing the intention of the stricken provision. R. CONTROLLING LAW This Agreement is to be governed by the law of the State of Minnesota and venued in courts of Minnesota; or at the choice of either party, and if federal jurisdictional requirements can be met, in federal court in the district in which the project is located. S. DISPUTE RESOLUTION CLIENT and CONSULTANT agree to negotiate all disputes between them in good faith for a period of 30 days from the date of notice of dispute prior to proceeding to formal dispute resolution or exercising their rights under law. Any claims or disputes unresolved after good faith negotiations shall then be submitted to mediation using a neutral from the Minnesota District Court Rule 114 Roster, or if mutually agreed at time of dispute submittal, a neutral from the American Arbitration Association Construction Industry roster. If mediation is unsuccessful in resolving the dispute, then either party may seek to have the dispute resolved by bringing an action in a court of competent jurisdiction. T. MINNESOTA GOVERNMENT DATA PRACTICES ACT All data collected, created, received, maintained, or disseminated, or used for any purposes in the course of the CONSULTANT'S performance of the Agreement is governed by the Minnesota Government Data Practices Act, Minnesota Statutes Section 13.01, et seq. or any other applicable state statutes and state rules adopted to implement the Act, as well as state statutes and federal regulations on data privacy. The Consultant agrees to abide by these statutes, rules and regulations and as they may be amended. In the event the CONSULTANT receives a request to release data, it shall notify CLIENT as soon as practical. The CLIENT will give instructions to CONSULTANT concerning release of data to the requesting party and CONSULTANT will be reimbursed as Additional Services by CLIENT for its reasonable expenses in complying with the request. Page 12 of 16 U. LIMITATION OF LIABILITY CONSULTANT shall procure and maintain insurance as required by this Agreement. Notwithstanding any other provision of this Agreement, and to the fullest extent permitted by law, the total liability, in the aggregate, of CONSULTANT and CONSULTANT's officers, directors, members, partners, agents, employees, and subconsultants to CLIENT and anyone claiming by, through, or under CLIENT for any and all claims, losses, costs, or damages whatsoever arising out of, resulting from, or in any way related to the Project or this Agreement from any cause or causes, including but not limited to the negligence, professional errors or omissions, strict liability, breach of contract, indemnity obligations, or warranty express or implied, of CONSULTANT or CONSULTANT's officer , directors, members, partners, agents, employees, or subconsultants {hereafter "CLIENTS Claims"}, shall not exceed the then total available insurance proceeds paid or payable on behalf of or to CONSULTANT by CONSULTANT's insurers in settlement or satisfaction of CLIENT'S Claims under the terms and conditions of CONSULTANT's insurance policies applicable thereto, up to the then available amount of insurance under the applicable policy of insurance. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK. SIGNATURES FOLLOW.] Page 13 of 16 SECTION V - SIGNATURES THIS INSTRUMENT embodies the whole agreement of the parties, there being no promises, terms, conditions or obligation referring to the subject matter other than contained herein. This Agreement may only be amended, supplemented, modified or canceled by a duly executed written instrument signed by both parties. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in their behalf. CLIENT: Scandia CONSULTANT: Bolton & Menk,Inc. / ATTACHMENTS: Sample Task Order Form Ryan J. Goodman Principal in Charge Page 14 of 16 SAMPLE PUBLIC CLIENT AND BOLTON & MENK, INC. TASK ORDER TO AGREEMENT FOR PROFESSIONAL SERVICES TASK ORDER NO: XXX CLIENT: Name of Client CONSULTANT: Bolton & Menk, Inc. DATE OF THIS TASK ORDER: Month xx, 20xx DATE OF MASTER AGREEMENT FOR PROFESSIONAL SERVICES: Month xx, 20xx Whereas, CLIENT and CONSULTANT entered into a Master Agreement for Professional Services ("Master Agreement") as dated above; and CONSULTANT agrees to perform and complete the following Services for CLIENT in accordance with this Task Order and the terms and conditions of the Master Agreement. CLIENT and CONSULTANT agree as follows: 1.0 Scope of Services: CONSULTANT shall perform the Services listed below or in the attached Scope. All terms and conditions of the Master Agreement are incorporated by reference in this Task Order, except as explicitly modified in writing herein. [MODIFY AS NEEDED] 2.0 Fees: CLIENT shall pay CONSULTANT in accordance with Section Ill of the Master Agreement and as follows or as described in the attached Scope. Total cost of services provided by CONSULTANT for this Task Order shall not exceed $XX,XXX.XX without prior approval of CLIENT. [MODIFY AS NEEDED FOR LUMP SUM, HOURLY, HOURLY NOTTO EXCEED, OR OTHER METHOD] 3.0 Schedule: Schedule for performance of Services will be as follows or as set forth in attached Scope, such that all services will be completed by Month xx, 20xx. [MODIFY AS NEEDED] 4.0 Deliverables Deliverables will be as follows or as set forth in the attached Scope. [MODIFY AS NEEDED TO LIST KEY DELIVERABLES] S.0Term In the event that the Schedule for this Task Order extends beyond the term of the Master Agreement, either intentionally or unintentionally by Task Order Scope or by Task Order extension, then this Task Order shall operate to extend the Master Agreement through the completion of CONSULTANT'S obligations under this Task Order or until a new Master Agreement is executed incorporating this Task Order. 6.0 Other Matters [LIST ANY OTHER CONDITIONS OR CHANGES IN MASTER AGREEMENT THAT APPLY TO TASK ORDER, SUCH AS UPDATED FEE SCHEDULE, CHANGED INSURANCE REQUIREMENTS, ETC. IF NONE, STATE "NONE."] Page 15 of 16 7.0 Project Managers Project managers and contact information for the CLIENT and CONSULTANT for this Task Order, if different than the Master Agreement, are as follows: CLIENT: Name Address City, State, Zip Office Phone: xxx-xxx-xxxx Email: xxx@xxx BOLTON & MENK, INC. Name Office Address City, State, Zip Office Phone: xxx-xxx-xxxx Email: xxx@xxx CLIENT: BOLTON & MENK, INC. By: _ Printed Name: _ Title: BY: _ Printed Name: _ Title: _ ATTACHMENTS TO THIS TASK ORDER: List or, if none, state "NONE" Page 16 of 16 SCHEDULE 1 City of Scandia 2027 SCHEDULE OF FEES The following fee schedule is based upon competent, responsible professional services and is the minimum, below which adequate professional standards cannot be maintained. It is, therefore, to the advantage of both the professional and the client that fees be commensurate with the service rendered. Charges are based on hours spent at hourly rates in effect for the individuals performing the work. The hourly rates for principals and members of staff vary according to skill and experience. The current specific billing rate for any individual can be provided upon request. The fee schedule shall apply for the period through December 31, 2027, unless otherwise stated. These rates may be adjusted annually thereafter to account for changed labor costs, inflation, or changed overhead conditions. These rates include labor, general business, and other normal and customary expenses associated with operating a professional business. For projects with typical expenses and unless otherwise agreed, the above rates include vehicle and personal expenses, mileage, telephone, survey stakes, and routine expendable supplies; no separate charges will be made for these activities and materials. Expenses beyond typical project expenses, non-routine expenses, and expenses beyond the agreed scope of services, such as out-of-town travel expenses, long travel distances, large quantities of prints, extra report copies, outsourced graphics and photographic reproductions, document recording fees, outside professional and technical assistance, and other items of this general nature will be invoiced separately. Rates and charges do not include sales tax, if applicable. Employee Classification 2027 Hourly Billing Rates Ryan Goodman, PE Principal in Charge (LOCKED THROUGH 2028) $179 Isiah Bubany, PE City Engineer (LOCKED THROUGH 2028) $173 Senior Project Manager $180-210 Project Manager $145-195 Senior Project Engineer $140-213 Project Engineer $130-190 Design Engineer $115-176 Graduate Engineer $110-156 Senior Planner $110-226 Senior Landscape Architect $145-211 Landscape Architect $130-161 Landscape Designer $75-134 Licensed Project Surveyor $160-205 Graduate Surveyor $125-191 Survey Technician1 $80-189 Senior Technician $120-201 Technician $85-176 Specialist* $95-221 Principal $165-232 Administrative/Corporate Specialists $50-149 GPS/Robotic Survey Equipment1 NO CHARGE CAD/Computer Usage NO CHARGE Routine Office Supplies NO CHARGE Routine Photocopying/Reproduction NO CHARGE Field Supplies/Survey Stakes & Equipment NO CHARGE Council Meeting Attendance NO CHARGE Mileage NO CHARGE General Engineering Hourly Billing Rates Hours/Month at Reduced Rate Ryan Goodman, PE, Principal in Charge; Isiah Bubany, PE, City Engineer $75* *This reduced billing rate is offered for the first fixed number of hours per month as presented in the above table. 30 1 No separate charges will be made for GPS or robotic total stations on Bolton & Menk, Inc. survey assignments; the cost of this equipment is included in the rates for survey technicians. *Specialized role not classified above otherwise, incl. graphic design, project communication, funding support, etc.