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HomeMy WebLinkAbout9C - LSB Lift Station & 2006 Lift Station Prj. MEETING DATE: AGENDA #: PREPARED BY: AGENDA ITEM: DISCUSSION: FINANCIAL IMPACT: 16200 Eagle Creek Avenue S.E. Prior Lake, MN 55372-1714 CITY COUNCIL AGENDA REPORT MAY 15,2006 9C - 1 AND 2 STEVE ALBRECHT, DIRECTOR OF PUBLIC WORKS CONSIDER APPROVAL OF A RESOLUTION 1. APPROVING THE L58 LIFT STATION CONSTRUCTION COOPERATION AND RECONVEYANCE AGREEMENT; AND 2. AMENDING THE 2006 LIFT STATION PROJECT PROFESSIONAL SERVICES AGREEMENT Introduction The purpose of this agenda item is to approve the construction cooperation and reconveyance agreement for Met Council Lift Station L58 and to amend the professional services agreement for the 2006 Lift Station Project to include design of L58. Historv On December 5, 2005, the City Council approved a resolution authorizing the Mayor and City Manager to enter into an agreement with the Metropolitan Council Environmental Services (MCES) for the reconveyance of sanitary sewer interceptor 7120 from CR 82 to Adelmann Street. Because this segment of sewer only serves the City of Prior Lake the MCES no longer will operate it as a regional facility. The City's options in rejecting the turn-back agreement were very limited; however, the City was able to negotiate several conditions, which included the upgrade of the existing Lift Station L58 that is part of the reconveyance to City standards at the MCES's cost. Current Circumstances The MCES has submitted a Construction Cooperation and Reconveyance Agreement for the L58 lift station to the City for approval. This agreement would require the MCES to pay up to $194,050.00 for upgrade of the lift station, engineering and administration. The MCES proposal would include the rehabilitation of lift station L58 in the City's 2006 Lift Station project. This would allow the City to manage the project and ensure that the lift station is rebuilt to City standards at MCES cost prior to reconveyance. Approval of the reconveyance agreement also needs to include amendment of the 2006 Lift Station Rehabilitation Project professional services contract previously approved by the Council on January 17, 2006, with AE2S, Inc. from $33,500.00 to $57,000.00. These costs are associated with project design and oversight. The estimated construction cost of $170,550.00 and engineering administration cost of $23,500.00 would be funded by the MCES. The City of Prior Lake would have no cost participation under this agreement. All City R:\Agenda Reports\r,'1ay 15 2006\l'ft Agenda.dewww. cityofpriorlake. com Phone 952.447.4230 / Fax 952.447.4245 ALTERNATIVES: RECOMMENDED MOTION: engineering and administrative services required to include this lift station in the 2006 project are being paid by the MCES. 1. Approve a resolution approving the construction cooperation and reconveyance agreement for MCES Lift Station L58; and amending the 2006 Lift Station Project professional services contract with AE2S, Inc. 2. Deny this agenda item for a specific reason and provide staff with direction. 3. Table this item to a certain date in the future. Alternative #1. R k -30yles, City Manager , 1 b :006' 16200 Eagle Creek Avenue S.E. Prior Lake, MN 55372-1714 RESOLUTION 06-xx CONSIDER APPROVAL OF A RESOLUTION 1. APPROVING THE L58 LIFT STATION CONSTRUCTION COOPERATION AND RECONVEYANCE AGREEMENT; AND 2. AMENDING THE 2006 LIFT STATION PROJECT PROFESSIONAL SERVICES AGREEMENT Motion By: Second By: WHEREAS, The City Council approved the reconveyance agreement for Met Council Environmental Services (MCES) interceptor on December 5, 2007; and WHEREAS, A condition of City Council approval was the rehabilitation of Lift Station l58 by the MCES prior to reconveyance; and WHEREAS, The MCES has agreed to pay for rehabilitation of the L58 as part of the 2006 City of Prior lake Lift Station Rehabilitation Project in the amount of $194,050.00; and WHEREAS, The Standardized Contract with AE2S for the 2006 Lift Station Rehabilitation Project will be amended to increase it from its present amount of $33,500, approved by the City Council on January 17, 2006, to $57,000, the $23,500 difference covers project design and oversight; and WHEREAS, The MCES will pay for the additional engineering and administration costs incurred by the City for the project; NOW THEREFORE, BE IT HEREBY RESOLVED BY THE CITY COUNCIL OF PRIOR LAKE, MINNESOTA as follows: 1. The recitals set forth above are incorporated herein. 2. The City Manager is authorized to execute the L58 Cooperation and Reconveyance Agreement with the MCES as approved. PASSED AND ADOPTED THIS 15TH DAY OF MAY 2006. YES NO Haugen Dornbush Erickson LeMair Millar Haugen Dornbush Erickson LeMair Millar Frank Boyles, City Manager R.\Agenda Reports\May 15 2006\Lif1 Station Res.DOC www.cityofpriorlake.com Phone 952.447.4230 / Fax 952.447.4245 4-04-06 L-58 LIFT STATION IMPROVEMENTS CONSTRUCTION COOPERATION AND RECONVEYANCE AGREEMENT This Construction Cooperation and Reconveyance Agreement ("Agreement"), effective on the date of execution by both of the Parties, is made and entered into by the City of Prior Lake, a municipal corporation ("Prior Lake") and the Metropolitan Council, a public corporation and political subdivision of the State of Minnesota (' Met Council"), collectively referred to as the "Parties" . BACKGROUND RECITALS 1. Pursuant to Minnesota Statutes ~473.146 the Met Council has adopted a comprehensive plan for the collection, treatment and disposal of sewage in the Minneapolis-St. Paul metropolitan area. 2. To implement its comprehensive plan for the collection, treatment and disposal of sewage, Met Council owns and operates the wastewater treatment and collection facilities including the sanitary sewer interceptor systems for the Minneapolis-St. Paul, Minnesota region hereinafter referred to in this Agreement as the "Metropolitan Disposal System". 3. As part of the Metropolitan Disposal System, Met Council owns and operates a Lift Station identified as L-58 in the City of Prior Lake, the location of which is shown on Exhibit A, attached hereto and made a part of this Agreement. 4. Pursuant to procedures in Minnesota Statutes 473.5111, on February 9, 2005, Met Council has determined that L-58, as part of interceptor MSB 7120, is no longer needed to implement Met Council's comprehensive plan for the collection, treatment and disposal of sewage in the metropolitan area. 5. Further, on February 9, 2005, Met Council made the following determinations: . Pursuant to Minn. Stat. 473.5111, subd. 3 and Council actions February 9,2005, Met Council determines that Interceptor MSB 7120 and Lift Station L-58 are not of regional benefit. However it is of local benefit and the benefiting unit of government is the City of Prior Lake. . Pursuant to Minn. Stat. 473.5111, subd. 3(a) and 4, areas of the pipe are in "good operating" condition" as that term is defined in Minn. Stat. 473.5111, subd 1. . Pursuant to Minn. Stat. 473.5111, subd. 4 and 7, those areas of the pipe that are not in good operating condition will be repaired by Met Council. . Authorized the General Manager, Environmental Services, to negotiate a Reconveyance Agreement with the City of Prior Lake. 6. Further, on January 25,2006, Met Council authorized the Regional Administrator to negotiate and execute a Reconveyance Agreement with the City of Prior Lake for Lift Station L- 58 to rehabilitate/construct the Lift Station L-58 so as to place the facility in good operating -- 1 -- condition as that term is defined in Minn. Stat. 473.5111, subd. 1. 7. Upon completion of rehabilitation/construction ofL-58, pursuant to Minn. Stat. ~ 473.5111, Met Council will certify that Lift Station L-58 is in good operating condition pursuant to Minn. Stat. ~ 473.5111, subd. 6(b)(2) and will transfer title of Lift Station L-58 to Prior Lake in accordance with the terms of this Agreement. 8. Prior Lake recognizes and agrees with the determinations made by Met Council as stated above in the Recitals. 9. Further, Met Council has determined that it is in its best interest for Prior Lake to rehabilitate and construct Met Council Lift Station L-58 Project No. prior to conveyance of Lift Station L-58 to Prior Lake. 10. The Parties have now reached agreement on the topics and issues related to the rehabilitation, construction and reconveyance ofL-58 and hereby set forth their Agreement pursuant to their power and authority under Minn. Stat. 473.510 and 473.5111. Prior Lake is authorized to enter into this Agreement pursuant to City action Resolution 05- 193 dated December 5, 2005. The Council is authorized to enter into this Agreement pursuant to Action Item dated January 25, 2006. I. Purpose of Agreement 1. The purpose of this Agreement is to set forth the terms and conditions with respect to the rehabilitation/construction and transfer of Lift Station L-58 ("Lift Station L-58") from Met Council to Prior Lake. Lift Station L-58 is located as shown on Exhibit A attached hereto and made a part hereof. The Parties agree that the purpose of this Agreement is to serve as the agreement governing transfer of Lift Station L-58 pursuant to Minnesota Statutes ~ 473.5111, subd. 7(b). 2. Met Council will transfer Lift Station L-58 in accordance with the terms of this Agreement. 3. Prior Lake agrees that the Lift Station L-58 is beneficial to Prior Lake as a component of the local Prior Lake sanitary sewer system and Prior Lake will accept the transfer of Lift Station L- 58 in accordance with the terms of this Agreement. 4. Met Council has determined and Prior Lake agrees that Lift Station L-58 will be in good operating condition as that term is defined in Minnesota Statutes ~ 473.5111, subd. l(a) "Good Operating Condition") upon completion of the construction/rehabilitation of Lift Station L-58 as provided in this Agreement. Prior Lake hereby waives any right provided by Minnesota Statutes ~ 473.5111 or any other applicable statute to contest or request a hearing on Met Council's determination that Lift Station L-58 is in Good Operating Condition subject to the construction/rehabilitation of Lift Station L- 58 as provided in this Agreement. -- 2 -- or- II. Construction Provisions of L-58 Improvements Project Met Lift Station L-58 Project No. XXXX 1. For purposes of this Agreement, the Met Lift Station L-58 Project that is the subject of this Agreement is identified as Lift Station L-58 Improvements Project No. XXXXX and consists of facility Lift Station L-58 details of which are shown on Exhibit B (description of facility) attached hereto and made a part hereof. For purposes of this Agreement, the Met Council Lift Station L-58 Project is referred to as "Lift Station L-58 Project". 2. Met Council in connection with the construction of the Lift Station L-58 Project does hereby appoint Prior Lake as its agent to prepare final construction documents, to advertise for bids for the work and construction of the Lift Station L-58 Project, receive and open bids, pursuant to said advertisement and enter into a contract with a successful bidder at the unit prices specified in the bid of-such bidder, and to construct the Lift Station L-58 Project designated as the Lift Station L-58 Project. 3. Prior Lake will prepare and submit to Met Council for Met Council's review and approval the final construction documents which will include plans, specifications, the bidding documents and a proposed schedule pertaining to the Lift Station L-58 Project hereinafter referred to as "Construction Documents". Met Council shall provide design standards and design criteria for interceptor sewer design and provide peer review during design. Met Council will not unreasonably withhold approval of the final Construction Documents. Evidence of Met Council's written approval or consent pursuant to this Paragraph II will be a letter to Prior Lake from the General Manager of Met Council's Environmental Services Division ("MCES"). The fmal Construction Documents will be kept on file in the office of the City Engineer, City of Prior Lake and are made a part hereof with the same force and effect as though fully set forth herein. 4. Prior Lake will tabulate the bids and submit to Met Council a recommendation for selection of a bidder and award of contract. Met Council shall have seven (7) days to review the bids and either accept the bids and Prior Lake's recommendation for selection of a bidder and award of contract or to reject any or all bids and Prior Lake's recommendation for a bidder and award of contract. Met Council shall inform Prior Lake in writing of its acceptance or rejection as provided in the previous sentence. If Met Council rejects any or all bids and/or Prior Lake's recommended selection of a bidder, Met Council will provide to Prior Lake, in writing, the reasons for such rejection. Subsequent to rejection of the bids and/or award by Met Council and if Met Council and Prior Lake mutually agree, Prior Lake may readvertise for bids. Prior to such readvertisement for bids, Met Council may submit to Prior Lake for inclusion in the Construction Documents, changes in Met Lift Station L-58 Project which in Met Council's opinion may result in reasonable bids. Prior Lake agrees to incorporate such changes that are mutually acceptable to Met Council and Prior Lake into the Construction Documents prior to readvertisement for bids -- 3 -- for the Lift Station L-58 Project. Immediately upon opening the second set of bids, Prior Lake and Met Council shall follow the procedure set forth in this paragraph with respect to tabulation of bids, recommendation for selection of a bidder and acceptance or rejection of bidder by Met Council. If Met Council again rejects any or all bids and/or the award recommended by Prior Lake, the provisions of this Agreement with respect to design and construction of the L-58 Lift Station Project by Prior Lake shall terminate, provided, however, that the following provisions of this Agreement with respect to Reconveyance of the L-58 Project by Met Council to Prior Lake shall remain in effect: Sections IV, V, VI, VII, VIII. If the provisions with respect to design and construction by Prior Lake terminate, Met Council shall pay to Prior Lake the design and administrative fees actually expended by Prior Lake for the L-58 Project in accordance with the rerms of this Agreement. Prior Lake agrees that it will not accept the bid or award the contract until Met Council's General Manager informs Prior Lake that Met Council has given such approval. If additional approval is required, Met Council shall consider and make a decision on Prior Lake's recommendation for bid acceptance in a timely manner not to exceed thirty (30) days from Prior Lake's notice of recommendation to Met Council of bid acceptance. 5. Prior Lake will administer the contract and inspect the construction of the contract work. Prior Lake will provide to Met Council monthly construction reports indicating construction progress and inspection results. The work will be inspected throughout the L-58 Lift Station Project by Met Council's authorized representative, but Met Council's authorized representative will not have responsibility for the supervision of the work. If Met Council reasonably determines that the work has not been properly constructed in accordance with the Construction Documents, Met Council through its authorized representative shall inform Prior Lake's Project Engineer in writing of such defects. The term "authorized representative" means the person designated in writing by the General Manager of Met Council's Environmental Services Division. Prior Lake shall require its contractor to make the corrections and/or meet the requirements of the Construction Documents requested by Met Council through its authorized representative. All work shall be performed in substantial accordance with the approved Construction Documents. Prior Lake's Project Engineer will inform Met Council in writing of completion of construction of the Lift Station L-58 Project. Within a reasonable time thereafter, Met Council will inform Prior Lake in writing either that the Lift Station L-58 Project as constructed conforms to the Construction Documents approved by Met Council or that the Lift Station L-58 Project does not conform to the approved Construction Documents. Met Council will further inform Prior Lake of the specific reasons for non-conformance to the Construction Documents and what steps, in the opinion of Met Council, must be taken by Prior Lake to make the Lift Station L-58 Project conform to the Construction Documents. The final decision on conformance of the Lift Station L-58 Project to the Construction Documents will be made by Met Council. Evidence of acceptance of the Lift Station L-58 Project will be in writing by letter from the General Manager of Met Council's Environmental Services Division. Met Council will not unreasonably withhold acceptance of the Lift Station L-58 Project. 6. Not less than seven (7) days prior to commencement of construction of the Lift Station L-58 Project by Prior Lake, Prior Lake will give written notice to Met Council of it's intention to -- 4 -- commence construction, said notice to be directed as follows: Bill Moeller, Assistant General Manager Metropolitan Council Environmental Services Regional Maintenance Facility 3565 Kennebec Drive Eagan, MN 55122 7. Prior Lake will submit any amendments to or material changes in the approved Lift Station L-58 Project final Construction Documents, including the construction schedule, to Met Council for review and approval, which approval will not be unreasonably withheld. Such amendments to the approved final Construction Documents and/or changes in the construction schedule must be submitted to Met Council's project manager at least five (5) days prior to the implementation of such change. Prior Lake agrees that it will not proceed with amendment to or changes in the approved final Construction Documents or construction schedule of the Lift Station L-58 Project until Met Council has consented to such change in accordance with its procedures and has approved such change in writing as evidenced by a letter to Prior Lake from Met Council's authorized representative. Met Council shall reimburse Prior Lake for design and construction of the L-58 Lift Station Project as provided in this Agreement in the approximate amount of One Hundred Ninety Four Thousand Fifty and 00/100 Dollars ($194,050.00) which amount consists of$15,550.00 for contingency and design, $155,000.00 for construction, $23,500.00 for administration, engineering and legal costs, all as more specifically shown on Exhibit C attached hereto and made a part hereof. The parties agree that the project costs shown on Exhibit C of this Agreement are an estimate of the design and construction cost of the contract work on the L-58 Lift Station Project and that the unit set forth in the Contracts with the successful bidders and the final quantities as measured Met Council's Engineer and its staff shall govern in computing the total final contract construction costs of the L-58 Lift Station Project. All payments to the contractor for work performed on the L-58 Lift Station Project will be made by Prior Lake and Met Council will reimburse Prior Lake in accordance with the terms of this Agreement. 8. During construction, Prior Lake shall submit to Met Council the cost of the partial design and construction work performed by the Contractor. Upon receipt of the cost, Met Council shall reimburse Prior Lake the cost of the partial work performed in the amount submitted by Prior Lake. Met Council shall make such payment within 30 days of receipt of the cost from Prior Lake, unless such cost(s) is contested by Met Council in which case Met Council shall pay such cost(s) upon resolution of the contested item or items. 9. Upon substantial completion of the work, Prior Lake shall prepare an updated revised estimate of design and construction costs that will be based upon the contract unit prices and the actual units of work performed and submit a copy to Met Council. The administrative costs to be paid to Prior Lake by Met Council shall be based on this estimated final construction. Prior Lake shall add to Met Council's estimated final design and construction costs, the construction administrative costs, the costs of supplemental agreements, if any, and deduct Met Council funds -- 5 -- previously advanced for the L-58 Lift Station Project by Met Council. Met Council shall make such payment within 30 days of receipt of the cost from Prior Lake together with written evidence from Prior Lake of payment to the Contractor by Prior Lake for the L-58 Lift Station Project, unless such cost(s) is contested by Met Council in which case Met Council shall pay such cost(s) upon resolution of the contested item or items. In the event the calculations show that Met Council has advanced funds in greater amount that is due Prior Lake, Prior Lake shall refund without interest the amount to Met Council. 10. Payment by Met Council as provided above in this Section shall be adjusted by any change orders approved by Met Council as provided in Section II, Paragraph 7 of this Agreement. The total obligation of Met Council for all compensation to Prior Lake under this Agreement shall not exceed One Hundred Ninety Four Thousand and Fifty Dollars. ($194,050.00). III. Entry Upon Property For purposes of construction of the L-58 Lift Station Project, Prior Lake may enter upon the property or property interests owned by Met Council in conjunction with design and construction of the L-58 Lift Station Project. Prior Lake shall apply for and secure any regulatory permits and approvals applicable to the L-58 Lift Station Project. IV. All records kept by Met Council and Prior Lake with respect to Met L-58 Lift Station Project shall be subject to examination by the representative of each party hereto. Upon completion of the construction of Met L-58 Lift Station Project by Prior Lake and acceptance of the Project by Met Council as provided in this Agreement, Prior Lake shall provide Met Council a complete set of reproducible record drawings. All data collected, created, received, maintained or disseminated for any purpose by the activities of Prior Lake and Met Council pursuant to this Agreement shall be governed by Minnesota Statutes Chapter 13, as amended, and the Minnesota Rules implementing such Act now in force or hereinafter adopted. V. All employees of Prior Lake and all other persons engaged by Prior Lake in the performance of any work or services required or provided for herein to be performed by Prior Lake shall not be considered employees of the Council, and that any and all claims that mayor might arise under the Worker's Compensation Act or the Unemployment Compensation Act of the State of Minnesota on behalf of said employees while so engaged, and any and all claims made by any third parties as a consequence of any act or omission on the part of said employees while so -- 6 -- engaged, on any of the work or services provided to be rendered herein, shall in no way be the obligation or responsibility of the Council. VI. Each party agrees that it will be responsible for its own acts and the results thereof to the extent authorized by the law and shall not be responsible for the acts of the other party and the results thereof. Prior Lake's and the Council's liability is governed by the provisions of Minnesota Statutes Chapter 466. Prior Lake and the Council each warrant that they are able to comply with the aforementioned indemnity requirements through an insurance of self insurance program and have minimum coverage consistent with the liability limits contained in Minnesota Statutes Chapter 466. Prior Lake further agrees that any contract let by Prior Lake for the performance of the L-58 Lift Station Project as provided herein shall include clauses that will: I) require the contractor to defend, indemnify, and save harmless the Council, its officers, agents and employees from claims, suits, demands, damages, judgments, costs, interest, expenses, including, without limitation, reasonable attorney fees, witness fees, and disbursements incurred in defense thereof arising out of or by reason of the negligence of said contractor, its officers, employees, agents or subcontractors; 2) require the contractor to provide and maintain insurance as required in the contract documents between Prior Lake and the contractor and to provide the Council, also as required in the contract documents between Prior Lake and the contractor, with Certificates of Insurance naming the Council as additional insured; and 3) require the contractor to be an independent contractor for the purposes of completing the work provided for in this Agreement; and (4) provide a provision that requires the contractor to make prompt payment to subcontractors and required lien waivers prior to project closeout. VII. Reconveyance of Lift Station L-58 1. Nothing in this Agreement shall be construed to modify or limit any statutory authority or legal obligations or responsibilities of Met Council. Specifically, and without limitation, nothing in this Agreement shall be deemed to modify or limit Met Council's review authority over Prior Lake's plans under Minnesota Statutes ~~ 103D.401, 103D.405, or 473.165, or other applicable law. 2. Upon completion of the rehabilitation/construction of the Lift Station L-58 Project by Prior Lake in accordance with the terms of this Agreement, Met Council will certify, pursuant to Minnesota Statutes ~ 473.5111, subd. 6(b)(2) that Lift Station L-58 is in Good Operating Condition. If pursuant to Section II of this Agreement, the design and construction provisions of this Agreement terminate, Met Council may itself perform the rehabilitation/construction of the Lift Station L-58 Project in accordance with the Construction Documents approved by Met Council for the Lift Station L-58 Project under this Agreement. -- 7 -- Upon completion of the rehabilitation/construction of the Lift Station L-58 Project by Met Council in accordance with the construction documents, Met Council will certify, pursuant to Minnesota Statute ~ 473.5111, subd. (6)(b)(2) that Lift Station L-58 is in Good Operating Condition. If Met Council does not certify Lift Station L-58 to be in Good Operating Condition, Prior Lake has no obligation to accept transfer of Lift Station L-58. 3. Prior Lake agrees that upon completion of the rehabilitation/construction of the Lift Station L-58 Project in accordance with the terms of this Agreement Lift Station L-58 will be in Good Operating Condition. Further, Prior Lake waives any right provided by Minnesota Statutes ~ 473.5111 or any other applicable statute to contest or request a hearing on Met Council's certification that Lift Station L-58 is in Good Operating Condition. 4. Immediately upon certification by Met Council that Lift Station L-58 is in Good Operating Condition as provided in this Section VII, Met Council shall transfer to Prior Lake, at no cost to Prior Lake, and Prior Lake shall accept the transfer of Met Council's interest in Lift Station L-58 and Met Council's interest in any associated property subject to Section II of this agreement. Met Council shall transfer and Prior Lake shall accept by such transfer in "as is" condition by means of a Bill of Sale for Met Council's interest in Lift Station L-58 and a Quit Claim Deed for any property rights Met Council has for Lift Station L-58 with the Lift Station L-58. Prior Lake acknowledges that any rights transferred by Met Council to Prior Lake are subject to existing easements and rights-of-way for highways, roads, railroads, pipelines, canals, laterals, ditches or electric or telephone lines previously granted by Met Council or by any other party or parties. 5. Subsequent to transfer of Lift Station L-58 to Prior Lake, Prior Lake shall have full and sole liability and responsibility for operation and maintenance of Lift Station L-58. VIII. General Provisions 1. Applicable provisions of Minnesota State law, federal law and of any applicable local ordinances relating to Civil fRights and discrimination of the Affirmative aAction Policy statements of Prior Lake and Met Council shall be considered a part of this Agreement as though fully set forth herein. Specifically, Prior Lake agrees to comply with all federal, state and local applicable laws and ordinances relating to nondiscrimination, affirmative action, public purchases, contracting employment, including worker's compensation and surety deposits required for construction contracts. Prior Lake agrees to request payment of state labor wage information from its contractor and provide such information to Met Council. 2. It is understood and agreed that the entire Agreement between the parties is contained herein and that this Agreement supersedes all oral agreements and negotiations between the parties relating to the subject matter hereof. All items referred to in this Agreement are incorporated or -- 8 -- attached and deemed to be part of this Agreement. Any alterations, variations, modifications or waivers of provisions of this Agreement shall only be valid when they have been reduced to writing as an amendment to this Agreement signed by the parties hereto. 3. The provisions of this Agreement shall be deemed severable. If any part of this Agreement is rendered void, invalid, or unenforceable, such rendering shall not affect the validity and enforceability of the remainder of this Agreement unless the part or parts which are void, invalid or otherwise unenforceable shall substantially impair the value of the entire Agreement with respect to the parties. One or more waivers by said party of any provision, term, condition or covenant shall not be construed by the other party as a waiver of a subsequent breach of the same by the other party. 4. All records kept by Met Council and Prior Lake with respect to this Agreement shall be subject to examination by the representatives of each party hereto and the State Auditor, and its representatives. All data collected, created, received, maintained or disseminated for any purpose by the activities of Prior Lake and Met Council pursuant to this Agreement shall be governed by Minnesota Statutes, Chapter 13, as amended, and the Minnesota Rules implementing such Act now in force or hereafter adopted. 5. Each party will be solely responsible for its own acts and omissions and the results thereof to the extent permitted by law. 6. The covenants of this Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors and assigns. 7. Any notice or demand, which mayor must be given or made by a party hereto, under the terms of this Agreement or any statute or ordinance, shall be in writing and shall be sent certified mail or delivered in person to the other party addressed as follows: Metropolitan Council Environmental Services c/o William Moore, General Manager, Wastewater Services Mears Park Centre 230 East Fifth Street St. Paul, MN 55101-1634 City Administrator City of Prior Lake 16776 Fish Point Road S.E..16200 Eagle Creek }..venue E.E. Prior Lake, MN 55372-1714 8. This Contract is entered into in and under the laws of the State of Minnesota and shall be interpreted in accordance therewith. 9. If a dispute should arise between Met Council and Prior Lake with respect to this Agreement or any of its provisions, Met Council and Prior Lake agree to attempt to resolve such dispute -- 9 -- through the use of a mediator mutually acceptable to Met Council and Prior Lake prior to initiation of any legal action on the part of Met Councilor Prior Lake with respect to this Agreement, any of its provisions and/or its enforcement. The costs of such mediation shall be shared equally by the parties. 10. Met Council's project manager is: William Moeller, Assistant General Manager, Interceptor Services or his designee Metropolitan Council Environmental Services Prior Lake's project manager is: Steve Albrecht or his designee Public Works Director City of Prior Lake 11. The Recitals to this Agreement are incorporated herein and made a part hereof. IN TESTIMONY WHEREOF, the parties hereto have caused this Agreement to be executed by their respective duly authorized officers as of the day and year first above written. CITY OF PRIOR LAKE Approved as to form: Bv Prior Lake City Attorney Its METROPOLITAN COUNCIL Approved as to form: Bv Office of General Council Its -- 10 -- EXHIBITS EXHIBIT A - Location ofL-58 Lift Station EXHIBIT B - Details of Lift Station L-58 Project EXHIBIT C - Lift Station L-58 Project Costs City of Prior Lake MCES L-58 Lift Station Opinion of Probable Construction Cost 2/28/2006 Estimated Item Diameter Quantity Unit Unit Cost Tax Install O&P Total Cost 1 Lift Station Wet Well Aluminum Hatch 1 LS $1,000.00 1.065 1.3 1.15 $1.600.00 Grout 1.5 CY $200.00 1 1.3 1.15 $400.00 Top Slab 1 EA $900.00 1.065 1.3 1.15 $1,400.00 Install Pump/Equipment Guide Rails Etc LS $8,500.00 1.15 $9,800.00 Wet Well Total = $13,200.00 2 Valve Manhole VM Excavation 226 CY $5.00 1 1 1.15 $1,300.00 VM Backfill 181 CY $5.00 1 1 1.15 $1,000.00 6'MH 6 12 LF $400.00 1.065 1.3 1.15 $7,600.00 Grout 3.0 CY $200.00 1 1.3 1.15 $900.00 Base slab 1 EA $1,000.00 1.065 1.3 1.15 $1,600.00 Top slab 1 EA $900.00 1.065 1.3 1.15 $1,400.00 Alum Hatch 1 LS $1,000.00 1.065 1.3 1.15 $1,600.00 Pipe Supports 2 EA $250.00 1.065 1.3 1.15 $800.00 Valve Manhole Total = $16,200.00 3 Piping and Misc. Forcemain 6 30 LF $28.50 1.065 1 1.15 $1,000.00 DIP Discharge Piping 6 70 LF $35.00 1.065 1.3 1.15 $3,900.00 DIP Drain Piping 3 20 LF $25.00 1.065 1.3 1.15 $800.00 Swing Check Valve 6 2 EA $875.00 1.065 1.3 1.15 $2,800.00 Gate Valve 6 2 EA $450.00 1.065 1.3 1.15 $1,400.00 Flange Coupling Adaptor 6 2 EA $350.00 1.065 1.3 1.15 $1,100.00 Megalug 6 6 EA $50.00 1.065 1.3 1.15 $500.00 Link Seal 6 6 EA $200.00 1.065 1.3 1.15 $1,900.00 Misc. Fittings 6 450 LBS $3.00 1.065 1.3 1.15 $2,100.00 Piping and Misc. Total = $15,500.00 4 Electrical Electrical Work LS $8,500.00 1.15 $9,800.00 I nstrblmentration Instrumentation and Controls LS $17,500.00 1.15 $20,100.00 Power EA $3,500.00 1.15 $4,000.00 Standby Power EA $20,000.00 1.15 $23,000.00 Electrical Total = $56,900.00 Estimated Item Diameter Quantity Unit Unit Cost Tax Install O&P Total Cost 5 Site Work Dewatering 1 LS $0.00 1 1 1.15 $0.00 Concrete Pads 400 SF $8.00 1 1 1.15 $3,700.00 Aggregate 25 CY $20.00 1 1 1.15 $600.00 Grading 1 LS $1,500.00 1 1 1.15 $1,700.00 Sod 250 SY $3.50 1 1 1.15 $1,000.00 Bollards 4 EA $350.00 1 1.3 1.15 $2,100.00 Site Work = $9,100.00 6 Removals Equipment 1 LS $3,500.00 1.15 $4,000.00 Dry Well 1 LS $7,500.00 1.15 $8,600.00 Sand Fill 25 CY $20.00 1.15 $600.00 Concrete Slab 300 SF $5.00 1.15 $1,700.00 Electrical 1 LS $2,000.00 1.15 $2,300.00 Fencing 90 LF $7.00 1.15 $700.00 Removals = $17,900.00 7 Equipment Pumps LS $13,500.00 1.15 $15,500.00 D153 Controller LS $3,600.00 1.15 $4,100.00 CB1T Backup Controller LS $900.00 1 1 1.15 $1,000.00 A 1000 Transducer LS $1,800.00 1 1 1.15 $2,100.00 Omni Site LS $3,000.00 1 1 1.15 $3,500.00 Equipment = $26,200.00 SUBTOTAL $155,000.00 CONSTRUCTION COST $155,000.00 ELA $23,500.00 TOTAL COST $178,500.00 Item Construction Cost Contingency (Undeveloped Design Details) Engineering, Administrative and Legal (includes Prior Lake Admin) Total Sum EXHIBIT C Cost $155,000.00 $ 15,550.00 $ 23,500.00 $194,050.00