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HomeMy WebLinkAbout05(C) - Receive Quotes and Award Contracts for the Breezy Point and Flint Lift Station Rehabilitation Project ReportSY/COM, Inc. 6710 Penn Ave. S. Minneapolis, MN 55423 612 861-3451 FAX 612 861-0969 E-MAIL: TJK@SYCOM.US SY/COM, Inc. Quotation # PL210825A 08/25/21 Andy Per our conversation I am providing you with a quote to modify Breezy Point and Flint lift station to update the control system to match what is being installed in Centex. I have broken this quote into two parts. Option 1 is for updating the controller and control equipment. Option 2 is for replacing the drives. Option 1 includes all labor, travel, and documentation. Also includes some parts that were not upgraded in Watzl 1) Rewire Fleetzoom to match alarms at Centex. 2) Replace/Rewire the following items (all items to be kept for spares by the City of Prior Lake) Main controller Backup controller (installed with new software same as Centex) UPS IS barriers for High and Low float IS barrier for pressure transducer Replace existing 24VDC Power Supply Replace existing 24VAC Power supply Add new 24VDC Power supply to match setup at Centex Add new 12VDC Power supply Install and wire 4 new floats Install new transducer 0-10psi 4-20ma Install new transducer IS Barrier Replace all 120VAC/24 VDC/12VDC control relays (sockets remain) Install new phase monitor Add new Seal fail Pilot lights Add new IS barriers for backup float and for Lead float Heater Time delay relay to delay backup alarm Please note all the Fleetzoom relays and the Fleetzoom power supply will remain the same as it was recently installed. Option 2 includes all labor, travel, and documentation (both drives are to be kept for spares by the City of Prior Lake) 1) Replace/rewire the VFD Our cost for option 1 is: $7989.00/each station Our cost for option 2 (valid only at the time of the control system install) is: $2751.00/each station Please note this quote does not include: 1) installation (other than included above) 2) permits 3)necessary sales or use taxes if any applicable. 4)any equipment or parts located remotely to these cabinets unless specifically stated as part of this proposal 5)any equipment, parts, software, or necessary changes which are due to changes to the requirements as stated above. The time frame for this quote would be 2-8 weeks after receipt of order and based on weather conditions, incoming order scheduling and receipt of go ahead from Prior Lake. Even though I would love to sell you more vfd’s, I feel it is more cost effective for you to just update one stations vfd’s as then you would have two spares for the other station, but just let me know what you wish to do. Should you have any questions on the quote please feel free to call me at any time at the office 612 861-3451 or on my cell at 612 269-2366. Respectfully Submitted, Tim Kamrath SY/COM, Inc. 800 6th St. N.W. New Prague, MN 56071 Office: (952) 758-9445 Fax: (952) 758-9661 Re: Prior Lake, MN; Breezy Point LS #10 Lift Station Wet Well Upgrade Quality Flow Systems is pleased to provide a quotation in accordance with your request and as follows: Item A Lift Station; Duplex Wet Well Upgrade; This will consist of replacing both pumps, along with the pump guide systems and discharge piping. The new pumps will be equipped with vortex impellers sized for the application. We will also be supplying and installing new guide systems and discharge piping. Please see my itemized parts and labor breakdown below. To include: Qty Description 2 KSB, model KRT F80-250/74XG-S, 10hp, 230/460/3, 1750rpm submersible pumps to include: • Vortex impellers capable of passing 3 1/8” solids, 9.331 • Double mechanical seals in tandem • 2-part epoxy paint • 50’ of power cable • Class 1 Div.1 explosion proof motors, inverter duty rated • Stainless steel pump lifting handles • 20’ of stainless-steel lifting chain per pump • Seal fail / over temp sensors built into pumps • KSB pump safe module • 5 Year pump warranty 2 KSB, Guide claws 2 KSB, Base elbows 2 Stainless steel upper brackets 2 4” x 14’ long, flange by plain end riser pipes, concrete lined ductile iron 2 4” flange coupling adapters 2 4” 90-degree elbows, flange by flange 1 Stainless steel cable rack 2 4” flange by flange swing flex check valves A/R Bolt and gasket kits, 4” 1 Re-use existing guide pipe A/R Onsite start-up / training of pumps A/R Installation of all above listed equipment Total Sell Price for Item A is $34,450.00 (plus any applicable taxes) Adder: Add $1,850.00 to the above listed price for a 39” x 41” wet well entrance safety grate. This price includes all necessary SS fasteners, installation and freight. Quotation To: Prior Lake, MN Attn: Andy Stephes Date: 09/23/2021 From: Cory Malay Phone: (952) 758-9445 800 6th St. N.W. New Prague, MN 56071 Office: (952) 758-9445 Fax: (952) 758-9661 Re: Prior Lake, MN; Breezy Point LS #10 Lift Station Control Panel Modifications Quality Flow Systems Inc. is pleased to provide a quotation in accordance with your request and as follows: Item A Lift Station; Duplex; Control Panel Modifications; This will consist of suppling and installing the requested control components into your existing cabinet. Qty Description 1 Rr-wire Fleet Zoom to match Centex alarms 1 1500CT PLC, includes 5.7” color touchscreen controller, I/O board with removable terminals, retro fit bezel, and power supply 1 Float controller, 5-channel with intrinsically safe circuit extensions 1 Intrinsically safe barrier for transducer 1 Replace existing power supply’s 4 N.O. weighted float switches, 60’ cables 1 A1000 Transducer Assembly to include: 60’ cable, stainless steel mounting pipe with 20’ of aircraft cable and clamps, 4-20ma 5lb removable sensor, and breather bag (panel mounted) 8 2-Pole Idec relays (6) 120VAC, (2) 12VDC 1 Phase Monitor A/R Pilot lights, 30mm, LED push to test 1 Time delay relay 2 Mitsubishi variable frequency drives for phase conversion, 49FLA 1 Cooling Fan System; Thermostatically controlled; with filtered make-up air vent, and stainless-steel shroud kits 1 Installation of above listed equipment Total Sell Price for Item A - $12,971.00 (plus any applicable taxes) Terms: Quotation is based upon Quality Flow Systems Inc. Standard Terms and Conditions of Sale; copy provided upon request. Proposed Delivery Schedule: Delivery: 3 to 4 weeks after approval. Delivery and Storage: Freight allowed to job site. Thank you for this opportunity to be of service to you. If you have any questions, please don’t hesitate to call. Sincerely, Cory Malay Cory Malay Quotation To: Prior Lake, MN Attn: Andy Stephes Date: 09/23/2021 From: Cory Malay Phone: (952) 758-9445 800 6th St. N.W. ▪ New Prague, MN 56071 Web: www.qfsi.com ▪ Page: 2 of 2 Exclusions: • Vac. truck for initial lift station clean out and bypass will be provided by city. Terms: Quotation is valid for 30 days. Based upon Quality Flow Systems Standard Terms and Conditions of Sale; copy provided upon request. Proposed Delivery Schedule: 4 – 6 Weeks Delivery and Storage: Freight allowed to job site. Thank you for this opportunity to be of service to you. If you have any questions, please don’t hesitate to call.952-221-9800 Sincerely, Cory Malay Cory Malay 800 6th St. N.W. New Prague, MN 56071 Office: (952) 758-9445 Fax: (952) 758-9661 Re: Prior Lake, MN; Flint Trail LS #16 Lift Station Wet Well Upgrade Quality Flow Systems is pleased to provide a quotation in accordance with your request and as follows: Item A Lift Station; Duplex Wet Well Upgrade; This will consist of replacing both pumps, along with the pump guide systems and discharge piping. The new pumps will be equipped with vortex impellers sized for the application. We will also be supplying and installing new guide systems and discharge piping. Please see my itemized parts and labor breakdown below. To include: Qty Description 2 KSB, model KRT F80-250/74XG-S, 10hp, 230/460/3, 1750rpm submersible pumps to include: • Vortex impellers capable of passing 3 1/8” solids, 8.268 • Double mechanical seals in tandem • 2-part epoxy paint • 50’ of power cable • Class 1 Div.1 explosion proof motors, inverter duty rated • Stainless steel pump lifting handles • 20’ of stainless-steel lifting chain per pump • Seal fail / over temp sensors built into pumps • KSB pump safe module • 5 Year pump warranty 1 Mix Flush Valve (Pump 1) 2 KSB, Guide claws 2 KSB, Base elbows 2 Stainless steel upper brackets 2 4” x 6’ long, flange by plain end riser pipes, concrete lined ductile iron 2 4” x 8” Long flange by flange spool piece 2 4” flange coupling adapters 2 4” 90-degree elbows, flange by flange 1 Stainless steel cable rack 2 4” flange by flange swing flex check valves A/R Bolt and gasket kits, 4” 1 Re-use existing guide pipe A/R Onsite start-up / training of pumps A/R Installation of all above listed equipment Total Sell Price for Item A is $36,380.00 (plus any applicable taxes) Adder: Add $1,850.00 to the above listed price for a 39” x 41” wet well entrance safety grate. This price includes all necessary SS fasteners, installation and freight. Quotation To: Prior Lake, MN Attn: Andy Stephes Date: 09/23/2021 From: Cory Malay Phone: (952) 758-9445 800 6th St. N.W. New Prague, MN 56071 Office: (952) 758-9445 Fax: (952) 758-9661 Re: Prior Lake, MN; Flint Trail LS #16 Lift Station Control Panel Modifications Quality Flow Systems Inc. is pleased to provide a quotation in accordance with your request and as follows: Item A Lift Station; Duplex; Control Panel Modifications; This will consist of suppling and installing the requested control components into your existing cabinet. Qty Description 1 Rr-wire Fleet Zoom to match Centex alarms 1 1500CT PLC, includes 5.7” color touchscreen controller, I/O board with removable terminals, retro fit bezel, and power supply 1 Float controller, 5-channel with intrinsically safe circuit extensions 1 Intrinsically safe barrier for transducer 1 Replace existing power supply’s 4 N.O. weighted float switches, 60’ cables 1 A1000 Transducer Assembly to include: 60’ cable, stainless steel mounting pipe with 20’ of aircraft cable and clamps, 4-20ma 5lb removable sensor, and breather bag (panel mounted) 8 2-Pole Idec relays (6) 120VAC, (2) 12VDC 1 Phase Monitor A/R Pilot lights, 30mm, LED push to test 1 Time delay relay 2 Mitsubishi variable frequency drives for phase conversion, 49FLA 1 Cooling Fan System; Thermostatically controlled; with filtered make-up air vent, and stainless-steel shroud kits 1 Installation of above listed equipment Total Sell Price for Item A - $12,971.00 (plus any applicable taxes) Terms: Quotation is based upon Quality Flow Systems Inc. Standard Terms and Conditions of Sale; copy provided upon request. Proposed Delivery Schedule: Delivery: 3 to 4 weeks after approval. Delivery and Storage: Freight allowed to job site. Thank you for this opportunity to be of service to you. If you have any questions, please don’t hesitate to call. Sincerely, Cory Malay Cory Malay Quotation To: Prior Lake, MN Attn: Andy Stephes Date: 09/23/2021 From: Cory Malay Phone: (952) 758-9445 800 6th St. N.W. ▪ New Prague, MN 56071 Web: www.qfsi.com ▪ Page: 2 of 2 Exclusions: • Vac. truck for initial lift station clean out and bypass will be provided by city. Terms: Quotation is valid for 30 days. Based upon Quality Flow Systems Standard Terms and Conditions of Sale; copy provided upon request. Proposed Delivery Schedule: 4 – 6 Weeks Delivery and Storage: Freight allowed to job site. Thank you for this opportunity to be of service to you. If you have any questions, please don’t hesitate to call.952-221-9800 Sincerely, Cory Malay Cory Malay Standard Construction Contract This Contract (“Contract”) is made this 4th day of October, 2021, between the City of Prior Lake, Minnesota (hereinafter "City"), whose business address is 4646 Dakota Street SE, Prior Lake, MN 55372, and Electric Pump (hereinafter "Contractor") whose business address is 201 4th Ave SW, New Prague, MN 56071. Preliminary Statement The City has adopted a policy regarding the selection and hiring of contractors to provide a variety of services for City projects. That policy requires that persons, firms or corporations providing such services enter into written agreements with the City. The purpose of this Contract is to set forth the terms and conditions for the provision of work by the Contractor as described in Exhibit A, hereinafter referred to as the "Work”: The City and Contractor agree as follows: 1. Scope of Work/Proposal. The Contractor agrees to provide, perform and complete all the provisions of the Work in accordance with attached Exhibit A. The terms of this Contract shall take precedence over any provisions of the Contractor’s proposal and/or general conditions. 2. Time of Commencement and Completion. The Work to be performed under this Contract shall be commenced immediately after execution of this Contract. The Work shall be completed by December 31, 2021. 3. Compensation for Services. City agrees to pay the Contractor a total fixed sum of $73,511.80 ($36,846.40 for Breezy Point and $36,665.40 for Flint) as full and complete payment for the labor, materials and services rendered pursuant to this Contract and as described in Exhibit A. a. Any changes in the scope of the work which may result in an increase to the compensation due the Contractor shall require prior written approval by an authorized representative of the City or by the City Council. The City will not pay additional compensation for services that do not have prior written authorization. b. If Contractor is delayed in performance due to any cause beyond its reasonable control, including but not limited to strikes, riots, fires, acts of God, governmental actions, actions of a third party, or actions or inactions of City, the time for performance shall be extended by a period of time lost by reason of the delay. Contractor will be entitled to payment for its reasonable additional charges, if any, due to the delay. 4. Method of Payment. The Contractor shall submit to the City, an itemized invoice for services performed under this Contract. Invoices submitted shall be paid in the same manner as other claims made to the City. a. Invoices. Contractor shall verify all statements submitted for payment in compliance with Minnesota Statutes Sections 471.38 and 471.391. For reimbursable expenses, if provided for in Exhibit A, the Contractor shall provide an itemized listing and such documentation as reasonably required by the City. Each invoice shall contain the City’s project number and a progress summary showing the original (or amended) amount of the contract, current billing, past payments and unexpended balance of the Page 2 of 11 S:\Sanitary\lift stations\2021 LS Rehab\STANDARD CONTRACT - Electric Pump.docx contract. Each invoice shall be accompanied by general lien waiver and further lien waivers from all subcontractors on the project waiving liens for work for which payment was requested by Contractor and paid for by City on the preceding invoice. b. Claims. To receive any payment on this Contract, pursuant to Minn. Stat. 471.38, the invoice or bill must include the following signed and dated statement: “I declare under penalty of perjury that this account, claim, or demand is just and correct and that no part of it has been paid.” c. Final Payment. Contractor’s request for final payment shall be accompanied by Contractor’s affidavit that all payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the City or its property might in any way be responsible, have been paid or otherwise satisfied. Final payment, constituting the entire unpaid balance of the Contract Sum, shall be paid by the City to the Contractor when the Work has been completed, the Contract fully performed, and the City accepts the Work in writing. The acceptance of final payment shall constitute a waiver of all claims by the Contractor except those previously made in writing and identified by the Contractor as unsettled at the time of Application for Final Payment. d. Income Tax Withholding. No final payment shall be made to the Contractor until the Contractor has provided satisfactory evidence to the City that the Contractor and each of its subcontracts has complied with the provisions of Minn. Stat. Section 290.92 relating to withholding of income taxes upon wages. A certificate by the Commissioner of Revenue shall satisfy this requirement. 5. Standard of Care. Contractor shall exercise the same degree of care, skill and diligence in the performance of its services as is ordinarily exercised by members of the profession under similar circumstances in Scott County, Minnesota. Contractor shall be liable to the fullest extent permitted under applicable law, without limitation, for any injuries, loss, or damages proximately caused by Contractor's breach of this standard of care. Contractor shall put forth reasonable efforts to complete its duties in a timely manner. Contractor shall not be responsible for delays caused by factors beyond its control or that could not be reasonably foreseen at the time of execution of this Contract. Contractor shall be responsible for costs, delays or damages arising from unreasonable delays in the performance of its duties. 6. Project Manager. The Contractor has designated Adam Thoreson to manage the Work. He/she shall be assisted by other staff members as necessary to facilitate the completion of the Work in accordance with the terms established herein. Contractor may not remove or replace the designated manager without the approval of the City. 7. Condition and Inspection. All goods and other materials furnished under this Contract shall be new and in current manufacture, unless otherwise specified, and all goods and work shall be of good quality, free from faults and defects and in conformance with this Contract. All goods and work not conforming to these requirements shall be considered defective. Goods shall be subject to inspection and testing by the City. Defective goods or goods not in current manufacture may be returned to the Contractor at the Contractor’s expense. 8. Correction of Work. The Contractor shall promptly correct all Work rejected by the City as defective or as failing to conform under this Contract whether observed before or after completion of the Work and whether or not fabricated, installed or completed. The Contractor shall bear all costs of correcting such rejected Work. Page 3 of 11 S:\Sanitary\lift stations\2021 LS Rehab\STANDARD CONTRACT - Electric Pump.docx 9. Warranty. The Contractor expressly warrants and guarantees to the City that all Work performed and all materials furnished shall be in accord with the Contract and shall be free from defects in materials, workmanship, and operation which appear within a period of one year, or within such longer period as may be prescribed by law or in the terms of the Contract, from the date of City’s written acceptance of the Work. The City’s rights under the Contractor’s warranty are not the City’s exclusive remedy. The City shall have all other remedies available under this Contract, at law or in equity. Should any defects develop in the materials, workmanship or operation of the system within the specified period, upon notice from the City, the Contractor agrees, within ten (10) calendar days after receiving written notice and without expense to the City, to repair, replace and in general to perform all necessary corrective Work with regard to the defective or nonconforming Work or materials to the satisfaction of the City. THE FOREGOING SHALL NOT IN ANY MANNER LIMIT THE CITY’S REMEDY OR THE CONTRACTOR’S LIABILITY TO THOSE DEFECTS APPEARING WITHIN THE WARRANTY PERIOD. The Contractor agrees to perform the Work in a manner and at a time so as to minimize any damages sustained by the City and so as to not interfere with or in any way disrupt the operation of the City or the public. The corrective Work referred to above shall include without limitation, (a) the cost of removing the defective or nonconforming Work and materials from the site, (b) the cost of correcting all Work of other Contractors destroyed or damaged by defective or nonconforming Work and materials including the cost of removal of such damaged Work and materials form the site, and (c) the cost of correcting all damages to Work of other Contractors caused by the removal of the defective or nonconforming Work or materials. The Contractor shall post bonds to secure the warranties. 10. Private Property. The Contractor shall not enter upon private property for any purpose without having previously obtained permission from the City. The Contractor shall be responsible for the preservation of and shall use every precaution to prevent damage to all trees, shrubbery, plants, lawns, fences, culverts, bridges, pavements, driveways, sidewalks, etc.; all water, sewer and gas lines; all conduits; all overhead pole lines or appurtenances thereof; and all other public or private property along or adjacent to the work. 11. Removal of Construction Equipment, Tools and Supplies. At the termination of this Contract, before acceptance of the Work by the City, the Contractor shall remove all of Contractor’s equipment, tools and supplies from the property of the City. Should the Contractor fail to remove such equipment, tools and supplies, the City shall have the right to remove them and deduct the cost of removal from any amount owed to Contractor. 12. Suspension of Work by City. The City may at any time suspend the Work, or any part thereof, by giving ten (10) days' notice to the Contractor in writing. The work shall be resumed by the Contractor within ten (10) days after the date fixed in the written notice from the City to the Contractor to resume. If the City’s suspension of all or part of the Work causes additional expenses not due to the fault or negligence of the Contractor, the City shall reimburse the Contractor for the additional expense incurred due to suspension of the work. Claims for such compensation, with complete substantiating records, shall be filed with the City within ten (10) days after the date of order to resume Work in order to receive consideration. This paragraph shall not be construed as entitling the Contractor to compensation for delays due to inclement Page 4 of 11 S:\Sanitary\lift stations\2021 LS Rehab\STANDARD CONTRACT - Electric Pump.docx weather, failure to furnish additional surety or sureties specified herein, for suspension made at the request of the Contractor, or for any other delay provided for in this Contract. 13. City’s Right to Carry Out the Work. If the Contractor defaults or neglects to carry out the Work in accordance with the Contract or fails to perform any provisions of the Contract, the City may, after ten (10) days written notice to the Contractor and without prejudice to any other remedy the City may have, make good such deficiencies. In such case an appropriate Change Order shall be issued deducting from the payment then or thereafter due the Contractor the cost of correcting such deficiencies. If the payments then or thereafter due the Contractor are not sufficient to cover such amount, the Contractor shall pay the difference to the City. 14. City’s Right to Terminate Contract and Complete the Work. The City has the right to terminate this Contract for any of the following reasons: a. The Contractor is adjudged bankrupt, makes a general assignment for the benefit of creditors, or becomes insolvent; b. Failure of Contractor to supply adequate properly skilled workmen or proper materials; c. Failure of Contractor to make prompt payment to subcontractor for material or labor; d. Any disregard of laws, ordinances or proper instructions of the City; e. Assignment or work without permission of the City; f. Abandonment of the work by Contractor; g. Failure to meet the work progress schedule set forth in this Contract; h. Unnecessary delay which, in the judgment of the City, will result in the work not being completed in the prescribed time. Termination of the Contract shall be preceded by ten (10) days written notice by the City to the Contractor and its surety stating the grounds for termination and the measures, if any, which must be taken to assure compliance with the Contract. The Contract shall be terminated at the expiration of such ten (10) day period unless the City Council shall withdraw its notice of termination. Upon termination of the Contract by the City, the City may, without prejudice to any other remedy the City may have, take possession of the site and of all materials, equipment, tools, construction equipment and machinery thereon owned by the Contractor and may finish the Work by whatever methods the City may deem expedient at the Contractor’s expense. Upon Contract termination, the Contractor shall not be entitled to receive any further payment until the Work is finished. If the unpaid balance of the contract price exceeds the expense of finishing the Work, including compensation for additional managerial and administrative services, the excess shall be paid to the Contractor. If such expense exceeds the unpaid balance, the Contractor shall pay the difference to the City. In the event that the Contractor abandons the Work, fails or refuses to complete the Work or fails to pay just claims for labor or material, the City reserves the right to charge against the Contractor all legal, engineering, or other costs resulting from such abandonment, failure or refusal. Legal costs will include the City's cost of prosecuting or defending any suit in connection with such abandonment, failure or refusal, and non-payment of claims wherein the City is made co-defendant, and the Contractor agrees to pay all costs, including reasonable attorney's fees. 15. Contractor’s Right to Terminate Contract. The Contractor may terminate this Contract upon ten (10) days written notice to the City for any of the following reasons: Page 5 of 11 S:\Sanitary\lift stations\2021 LS Rehab\STANDARD CONTRACT - Electric Pump.docx a. If an order of any court or other public authority caused the Work to be stopped or suspended for a period of 90 days through no act or fault of the Contractor or its employees. b. If the City should fail to pay any undisputed sum owed Contractor within forty-five (45) days after the sum becomes due. 16. Subcontractor. The Contractor shall bind every subcontractor and every subcontractor shall agree to be bound by the terms of this Contract as far as applicable to its work, unless specifically noted to the contrary in a subcontract approved in writing as adequate by the City. The Contractor shall pay any subcontractor involved in the performance of this Contract within the ten (10) days of the Contractor's receipt of payment by the City for undisputed services provided by the subcontractor. If the Contractor fails within that time to pay the subcontractor any undisputed amount for which the Contractor has received payment by the City, the Contractor shall pay interest to the subcontractor on the unpaid amount at the rate of 1.5 percent per month or any part of a month. 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 Contractor shall pay the actual interest penalty due to the subcontractor. A subcontractor who prevails in a civil action to collect interest penalties from the Contractor shall be awarded its costs and disbursements, including attorney's fees, incurred in bringing the action. 17. Independent Contractor. Contractor is an independent contractor engaged by City to perform the services described herein and as such (i) shall employ such persons as it shall deem necessary and appropriate for the performance of its obligations pursuant to this Contract, who shall be employees, and under the direction, of Contractor and in no respect employees of City, and (ii) shall have no authority to employ persons, or make purchases of equipment on behalf of City, or otherwise bind or obligate City. No statement herein shall be construed so as to find the Contractor an employee of the City. 18. Notice. Required notices to the Contractor shall be in writing, and shall be either hand- delivered to the Contractor, its employees or agents, or mailed to the Contractor by certified mail at the following address: 201 4th Ave SW New Prague, MN 56071 Notices to the City shall be in writing and shall be either hand-delivered or mailed to the City by certified mail at the following address: Andy Stephes, Utilities Foreman City of Prior Lake 4646 Dakota Street SE Prior Lake, MN 55372 Notices shall be deemed effective on the date of receipt. Any party may change its address for the service of notice by giving written notice of such change to the other party, in any manner above specified, 10 days prior to the effective date of such change. 19. Insurance. a. General Liability. Prior to starting the Work, Contractor shall procure, maintain and pay for such insurance as will protect against claims or loss which may arise out of operations by Contractor or by any subcontractor or by anyone employed by any of Page 6 of 11 S:\Sanitary\lift stations\2021 LS Rehab\STANDARD CONTRACT - Electric Pump.docx them or by anyone for whose acts any of them may be liable. Such insurance shall include, but not be limited to, minimum coverages and limits of liability specified in this Paragraph, required by law, or the insurance coverage actually obtained by Contractor, whichever is greater. b. Contractor shall procure and maintain the following minimum insurance coverages and limits of liability for the Work: Worker’s Compensation Statutory Limits Employer’s Liability $500,000 each accident $500,000 disease policy limit $500,000 disease each employee Commercial General Liability $1,500,000 property damage and bodily injury per occurrence $2,000,000 general aggregate $2,000,000 Products – Completed Operations Aggregate $100,000 fire legal liability each occurrence $5,000 medical expense Comprehensive Automobile Liability $1,000,000 combined single limit each accident (shall include coverage for all owned, hired and non-owed vehicles.) Umbrella or Excess Liability $1,000,000 c. Commercial General Liability. The Commercial General Liability Policy shall be on ISO form CG 00 01 12 07 or CG 00 01 04 13, or the equivalent. Such insurance shall cover liability arising from premises, operations, independent contractors, products- completed operations, personal and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract). There shall be no endorsement or modification of the Commercial General Liability form arising from pollution, explosion, collapse, underground property damage or work performed by subcontractors. d. Contractor shall maintain “stop gap” coverage if Contractor obtains Workers’ Compensation coverage from any state fund if Employer’s liability coverage is not available. e. All policies, except the Worker’s Compensation Policy, shall name the “City of Prior Lake” as an additional insured on ISO forms CG 20 10 07 04 or CG 20 10 04 13; and CG 20 37 07 04 or CG 20 37 04 13, or their equivalent. f. All policies shall apply on a “per project” basis. g. All polices shall contain a waiver of subrogation in favor of the City. h. All policies shall be primary and non-contributory. Page 7 of 11 S:\Sanitary\lift stations\2021 LS Rehab\STANDARD CONTRACT - Electric Pump.docx i. All polices, except the Worker’s Compensation Policy, shall insure the defense and indemnity obligations assumed by Contractor under this Contract. j. Contractor agrees to maintain all coverage required herein throughout the term of the Contract and for a minimum of two (2) years following City’s written acceptance of the Work. k. It shall be Contractor’s responsibility to pay any retention or deductible for the coverages required herein. l. All policies shall contain a provision or endorsement that coverages afforded thereunder shall not be cancelled or non-renewed or restrictive modifications added, without thirty (30) days’ prior notice to the City, except that if the cancellation or non- renewal is due to non-payment, the coverages may not be terminated or non-renewed without ten (10) days’ prior notice to the City. m. Contractor shall maintain in effect all insurance coverages required under this Paragraph at Contractor’s sole expense and with insurance companies licensed to do business in the state in Minnesota and having a current A.M. Best rating of no less than A-, unless specifically accepted by City in writing. n. A copy of the Contractor’s Certificate of Insurance which evidences the compliance with this Paragraph, must be filed with City prior to the start of Contractor’s Work. Upon request a copy of the Contractor’s insurance declaration page, Rider and/or Endorsement, as applicable shall be provided. Such documents evidencing Insurance shall be in a form acceptable to City and shall provide satisfactory evidence that Contractor has complied with all insurance requirements. Renewal certificates shall be provided to City prior to the expiration date of any of the required policies. City will not be obligated, however, to review such Certificate of Insurance, declaration page, Rider, Endorsement or certificates or other evidence of insurance, or to advise Contractor of any deficiencies in such documents and receipt thereof shall not relieve Contractor from, nor be deemed a waiver of, City’s right to enforce the terms of Contractor’s obligations hereunder. City reserves the right to examine any policy provided for under this paragraph. o. Effect of Contractor’s Failure to Provide Insurance. If Contractor fails to provide the specified insurance, then Contractor will defend, indemnify and hold harmless the City, the City's officials, agents and employees from any loss, claim, liability and expense (including reasonable attorney's fees and expenses of litigation) to the extent necessary to afford the same protection as would have been provided by the specified insurance. Except to the extent prohibited by law, this indemnity applies regardless of any strict liability or negligence attributable to the City (including sole negligence) and regardless of the extent to which the underlying occurrence (i.e., the event giving rise to a claim which would have been covered by the specified insurance) is attributable to the negligent or otherwise wrongful act or omission (including breach of contract) of Contractor, its subcontractors, agents, employees or delegates. Contractor agrees that this indemnity shall be construed and applied in favor of indemnification. Contractor also agrees that if applicable law limits or precludes any aspect of this indemnity, then the indemnity will be considered limited only to the extent necessary to comply with that Page 8 of 11 S:\Sanitary\lift stations\2021 LS Rehab\STANDARD CONTRACT - Electric Pump.docx applicable law. The stated indemnity continues until all applicable statutes of limitation have run. If a claim arises within the scope of the stated indemnity, the City may require Contractor to: i. Furnish and pay for a surety bond, satisfactory to the City, guaranteeing performance of the indemnity obligation; or ii. Furnish a written acceptance of tender of defense and indemnity from Contractor's insurance company. Contractor will take the action required by the City within fifteen (15) days of receiving notice from the City. 20. Indemnification. Contractor will defend and indemnify City, its officers, agents, and employees and hold them harmless from and against all judgments, claims, damages, costs and expenses, including a reasonable amount as and for its attorney’s fees paid, incurred or for which it may be liable resulting from any breach of this Contract by Contractor, its agents, contractors and employees, or any negligent or intentional act or omission performed, taken or not performed or taken by Contractor, its agents, contractors and employees, relative to this Contract. City will indemnify and hold Contractor harmless from and against any loss for injuries or damages arising out of the negligent acts of the City, its officers, agents or employees. 21. Ownership of Documents. All plans, diagrams, analyses, reports and information generated in connection with the performance of the Contract (“Information”) shall become the property of the City, but Contractor may retain copies of such documents as records of the services provided. The City may use the Information for its purposes and the Contractor also may use the Information for its purposes. Use of the Information for the purposes of the project contemplated by this Contract does not relieve any liability on the part of the Contractor, but any use of the Information by the City or the Contractor beyond the scope of this Contract is without liability to the other, and the party using the Information agrees to defend and indemnify the other from any claims or liability resulting therefrom. 22. Non-Discrimination. During the performance of this Contract, the Contractor shall not discriminate against any employee or applicant for employment because of race, color, creed, religion, national origin, sex, marital status, status with regard to public assistance, disability, sexual orientation or age. The Contractor shall post in places available to employees and applicants for employment, notices setting forth the provision of this non-discrimination clause and stating that all qualified applicants will receive consideration for employment. The Contractor shall incorporate the foregoing requirements of this paragraph in all of its subcontracts for program work, and will require all of its subcontractors for such work to incorporate such requirements in all subcontracts for program work. The Contractor further agrees to comply with all aspects of the Minnesota Human Rights Act, Minnesota Statutes 363.01, et. seq., Title VI of the Civil Rights Act of 1964, and the Americans with Disabilities Act of 1990. 23. Mediation. Each dispute, claim or controversy arising from or related to this agreement shall be subject to mediation as a condition precedent to initiating arbitration or legal or equitable actions by either party. Unless the parties agree otherwise, the mediation shall be in accordance with the Commercial Mediation Procedures of the American Arbitration Association then currently in effect. A request for mediation shall be filed in writing with the Page 9 of 11 S:\Sanitary\lift stations\2021 LS Rehab\STANDARD CONTRACT - Electric Pump.docx American Arbitration Association and the other party. No arbitration or legal or equitable action may be instituted for a period of 90 days from the filing of the request for mediation unless a longer period of time is provided by agreement of the parties. Cost of mediation shall be shared equally between the parties. Mediation shall be held in the City of Prior Lake unless another location is mutually agreed upon by the parties. The parties shall memorialize any agreement resulting from the mediation in a mediated settlement agreement, which agreement shall be enforceable as a settlement in any court having jurisdiction thereof. 24. Audit Disclosure and Data Practices. Any reports, information, data, etc. given to, or prepared or assembled by the Contractor under this Contract which the City requests to be kept confidential, shall not be made available to any individual or organization without the City's prior written approval. The books, records, documents and accounting procedures and practices of the Contractor or other parties relevant to this Contract are subject to examination by the City and either the Legislative Auditor or the State Auditor for a period of six (6) years after the effective date of this Contract. This Contract is subject to the Minnesota Government Data Practice Act, Minnesota Statutes Chapter 13 (Data Practices Act). All government data, as defined in the Data Practices Act Section 13.02, Subd 7, which is created, collected, received, stored, used, maintained, or disseminated by Contractor in performing any of the functions of the City during performance of this Contract is subject to the requirements of the Data Practice Act and Contractor shall comply with those requirements as if it were a government entity. All subcontracts entered into by Contractor in relation to this Contract shall contain similar Data Practices Act compliance language. 25. Rights and Remedies. The duties and obligations imposed by this Contract and the rights and remedies available thereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. 26. Assignment. Neither party shall assign this Contract, nor any interest arising herein, without the written consent of the other party. 27. Damages. In the event of a breach of the Contract by City, the Contractor shall not be entitled to recover punitive, special or consequential damages or damages for loss of business. 28. Enforcement. The Contractor shall reimburse the City for all costs and expenses, including without limitation, attorneys' fees paid or incurred by the City in connection with the enforcement by the City during the term of this Contract or thereafter of any of the rights or remedies of the City under this Contract. 29. Severability. The provisions of this Contract are severable. If any portion hereof is, for any reason, held by a court of competent jurisdiction to be contrary to law, such decision shall not affect the remaining provisions of this Contract. 30. Entire Agreement. The entire agreement of the parties is contained herein. This Contract supersedes all oral agreements and negotiations between the parties relating to the subject matter hereof as well as any previous agreements presently in effect between the parties relating to the subject matter hereof. Any alterations, amendments, deletions, or waivers of the provisions of this Contract shall be valid only when expressed in writing and duly signed by the parties, unless otherwise provided herein. 31. Waiver. No action nor failure to act by the City or the Contractor shall constitute a waiver of any right or duty afforded any of them under the Contract, nor shall any such action or Page 10 of 11 S:\Sanitary\lift stations\2021 LS Rehab\STANDARD CONTRACT - Electric Pump.docx failure to act constitute an approval of or acquiescence in any breach thereunder, except as may be specifically agreed in writing. 32. Governing Law. This Contract shall be controlled by the laws of the State of Minnesota. 33. Conflicts. No salaried officer or employee of the City and no member of the Council of the City shall have a financial interest, direct or indirect, in this Contract. The violation of this provision renders the Contract void. 34. Counterparts. This Contract may be executed in multiple counterparts, each of which shall be considered an original. 35. Compliance with Laws and Regulations. In providing services hereunder, the Contractor shall abide by statutes, ordinances, rules, and regulations pertaining to the provisions of Work to be provided. Any violation of statutes, ordinances, rules and regulations pertaining to the Work to be provided shall constitute a material breach of this Agreement and entitle the City to immediately terminate this Agreement. 36. Responsible Contractor Contractor warrants under oath that Contractor is in compliance with the minimum criteria required of a “responsible contractor” as that term is defined in Minnesota Statutes § 16C.285, subd. 3. Contractor has provided to City a list of all of its first-tier subcontractors and motor carriers that it intends to retain for work on the project. The Contractor has obtained from all subcontractors and motor carriers with which it will have a direct contractual relationship a signed statement under oath by an owner or officer verifying that the subcontractor or motor carrier meets all of the minimum criteria in § 16C.285, subd. 3. If Contractor retains additional subcontractors or motor carriers on the project after submitting its verification of compliance, the Contractor shall obtain verification of compliance from each additional subcontractor and motor carrier with which it has a direct contractual relationship and shall submit to the City a supplemental verification confirming the subcontractor’s and motor carrier’s compliance with subdivision 3, clause (7), within 14 days of retaining the additional subcontractors or motor carriers. Contractor shall submit to the City upon request copies of the signed verifications of compliance from all subcontractors and motor carriers of any tier pursuant to Minn. Stat. § 16C.285, subd. 3(7). A false statement under oath, by Contractor, subcontractor, or motor carrier, verifying compliance with any of the minimum criteria may result in termination of the Contract. Page 11 of 11 S:\Sanitary\lift stations\2021 LS Rehab\STANDARD CONTRACT - Electric Pump.docx Executed as of the day and year first written above. CITY OF PRIOR LAKE __________________________________ Mayor ___________________________________ City Manager ELECTRIC PUMP By: ________________________________ Its: _______________________________ Standard Construction Contract This Contract (“Contract”) is made this 4th day of October, 2021, between the City of Prior Lake, Minnesota (hereinafter "City"), whose business address is 4646 Dakota Street SE, Prior Lake, MN 55372, and Sy/Com, Inc. (hereinafter "Contractor") whose business address is 6710 Penn Ave S, Minneapolis, MN 55423. Preliminary Statement The City has adopted a policy regarding the selection and hiring of contractors to provide a variety of services for City projects. That policy requires that persons, firms or corporations providing such services enter into written agreements with the City. The purpose of this Contract is to set forth the terms and conditions for the provision of work by the Contractor as described in Exhibit A, hereinafter referred to as the "Work”: The City and Contractor agree as follows: 1. Scope of Work/Proposal. The Contractor agrees to provide, perform and complete all the provisions of the Work in accordance with attached Exhibit A (SyCom quote PL210825A dated August 25, 2021). The terms of this Contract shall take precedence over any provisions of the Contractor’s proposal and/or general conditions. 2. Time of Commencement and Completion. The Work to be performed under this Contract shall be commenced immediately after execution of this Contract. The control panel shall be delivered to the work site by December 31, 2021. 3. Compensation for Services. City agrees to pay the Contractor a total fixed sum of $18,729 as full and complete payment for the labor, materials and services rendered pursuant to this Contract and as described in Exhibit A. a. Any changes in the scope of the work which may result in an increase to the compensation due the Contractor shall require prior written approval by an authorized representative of the City or by the City Council. The City will not pay additional compensation for services that do not have prior written authorization. b. If Contractor is delayed in performance due to any cause beyond its reasonable control, including but not limited to strikes, riots, fires, acts of God, governmental actions, actions of a third party, or actions or inactions of City, the time for performance shall be extended by a period of time lost by reason of the delay. Contractor will be entitled to payment for its reasonable additional charges, if any, due to the delay. 4. Method of Payment. The Contractor shall submit to the City, an itemized invoice for services performed under this Contract. Invoices submitted shall be paid in the same manner as other claims made to the City. a. Invoices. Contractor shall verify all statements submitted for payment in compliance with Minnesota Statutes Sections 471.38 and 471.391. For reimbursable expenses, if provided for in Exhibit A, the Contractor shall provide an itemized listing and such documentation as reasonably required by the City. Each invoice shall contain the City’s project number and a progress summary showing the original (or amended) amount of the contract, current billing, past payments and unexpended balance of the Page 2 of 11 S:\Sanitary\lift stations\2021 LS Rehab\STANDARD CONTRACT - SyCom.docx contract. Each invoice shall be accompanied by general lien waiver and further lien waivers from all subcontractors on the project waiving liens for work for which payment was requested by Contractor and paid for by City on the preceding invoice. b. Claims. To receive any payment on this Contract, pursuant to Minn. Stat. 471.38, the invoice or bill must include the following signed and dated statement: “I declare under penalty of perjury that this account, claim, or demand is just and correct and that no part of it has been paid.” c. Final Payment. Contractor’s request for final payment shall be accompanied by Contractor’s affidavit that all payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the City or its property might in any way be responsible, have been paid or otherwise satisfied. Final payment, constituting the entire unpaid balance of the Contract Sum, shall be paid by the City to the Contractor when the Work has been completed, the Contract fully performed, and the City accepts the Work in writing. The acceptance of final payment shall constitute a waiver of all claims by the Contractor except those previously made in writing and identified by the Contractor as unsettled at the time of Application for Final Payment. d. Income Tax Withholding. No final payment shall be made to the Contractor until the Contractor has provided satisfactory evidence to the City that the Contractor and each of its subcontracts has complied with the provisions of Minn. Stat. Section 290.92 relating to withholding of income taxes upon wages. A certificate by the Commissioner of Revenue shall satisfy this requirement. 5. Standard of Care. Contractor shall exercise the same degree of care, skill and diligence in the performance of its services as is ordinarily exercised by members of the profession under similar circumstances in Scott County, Minnesota. Contractor shall be liable to the fullest extent permitted under applicable law, without limitation, for any injuries, loss, or damages proximately caused by Contractor's breach of this standard of care. Contractor shall put forth reasonable efforts to complete its duties in a timely manner. Contractor shall not be responsible for delays caused by factors beyond its control or that could not be reasonably foreseen at the time of execution of this Contract. Contractor shall be responsible for costs, delays or damages arising from unreasonable delays in the performance of its duties. 6. Project Manager. The Contractor has designated Tim Kamrath to manage the Work. He/she shall be assisted by other staff members as necessary to facilitate the completion of the Work in accordance with the terms established herein. Contractor may not remove or replace the designated manager without the approval of the City. 7. Condition and Inspection. All goods and other materials furnished under this Contract shall be new and in current manufacture, unless otherwise specified, and all goods and work shall be of good quality, free from faults and defects and in conformance with this Contract. All goods and work not conforming to these requirements shall be considered defective. Goods shall be subject to inspection and testing by the City. Defective goods or goods not in current manufacture may be returned to the Contractor at the Contractor’s expense. 8. Correction of Work. The Contractor shall promptly correct all Work rejected by the City as defective or as failing to conform under this Contract whether observed before or after completion of the Work and whether or not fabricated, installed or completed. The Contractor shall bear all costs of correcting such rejected Work. Page 3 of 11 S:\Sanitary\lift stations\2021 LS Rehab\STANDARD CONTRACT - SyCom.docx 9. Warranty. The Contractor expressly warrants and guarantees to the City that all Work performed and all materials furnished shall be in accord with the Contract and shall be free from defects in materials, workmanship, and operation which appear within a period of one year, or within such longer period as may be prescribed by law or in the terms of the Contract, from the date of City’s written acceptance of the Work. The City’s rights under the Contractor’s warranty are not the City’s exclusive remedy. The City shall have all other remedies available under this Contract, at law or in equity. Should any defects develop in the materials, workmanship or operation of the system within the specified period, upon notice from the City, the Contractor agrees, within ten (10) calendar days after receiving written notice and without expense to the City, to repair, replace and in general to perform all necessary corrective Work with regard to the defective or nonconforming Work or materials to the satisfaction of the City. THE FOREGOING SHALL NOT IN ANY MANNER LIMIT THE CITY’S REMEDY OR THE CONTRACTOR’S LIABILITY TO THOSE DEFECTS APPEARING WITHIN THE WARRANTY PERIOD. The Contractor agrees to perform the Work in a manner and at a time so as to minimize any damages sustained by the City and so as to not interfere with or in any way disrupt the operation of the City or the public. The corrective Work referred to above shall include without limitation, (a) the cost of removing the defective or nonconforming Work and materials from the site, (b) the cost of correcting all Work of other Contractors destroyed or damaged by defective or nonconforming Work and materials including the cost of removal of such damaged Work and materials form the site, and (c) the cost of correcting all damages to Work of other Contractors caused by the removal of the defective or nonconforming Work or materials. The Contractor shall post bonds to secure the warranties. 10. Private Property. The Contractor shall not enter upon private property for any purpose without having previously obtained permission from the City. The Contractor shall be responsible for the preservation of, and shall use every precaution to prevent damage to all trees, shrubbery, plants, lawns, fences, culverts, bridges, pavements, driveways, sidewalks, etc.; all water, sewer and gas lines; all conduits; all overhead pole lines or appurtenances thereof; and all other public or private property along or adjacent to the work. 11. Removal of Construction Equipment, Tools and Supplies. At the termination of this Contract, before acceptance of the Work by the City, the Contractor shall remove all of Contractor’s equipment, tools and supplies from the property of the City. Should the Contractor fail to remove such equipment, tools and supplies, the City shall have the right to remove them and deduct the cost of removal from any amount owed to Contractor. 12. Suspension of Work by City. The City may at any time suspend the Work, or any part thereof, by giving ten (10) days' notice to the Contractor in writing. The work shall be resumed by the Contractor within ten (10) days after the date fixed in the written notice from the City to the Contractor to resume. If the City’s suspension of all or part of the Work causes additional expenses not due to the fault or negligence of the Contractor, the City shall reimburse the Contractor for the additional expense incurred due to suspension of the work. Claims for such compensation, with complete substantiating records, shall be filed with the City within ten (10) days after the date of order to resume Work in order to receive consideration. This paragraph shall not be construed as entitling the Contractor to compensation for delays due to inclement Page 4 of 11 S:\Sanitary\lift stations\2021 LS Rehab\STANDARD CONTRACT - SyCom.docx weather, failure to furnish additional surety or sureties specified herein, for suspension made at the request of the Contractor, or for any other delay provided for in this Contract. 13. City’s Right to Carry Out the Work. If the Contractor defaults or neglects to carry out the Work in accordance with the Contract or fails to perform any provisions of the Contract, the City may, after ten (10) days written notice to the Contractor and without prejudice to any other remedy the City may have, make good such deficiencies. In such case an appropriate Change Order shall be issued deducting from the payment then or thereafter due the Contractor the cost of correcting such deficiencies. If the payments then or thereafter due the Contractor are not sufficient to cover such amount, the Contractor shall pay the difference to the City. 14. City’s Right to Terminate Contract and Complete the Work. The City has the right to terminate this Contract for any of the following reasons: a. The Contractor is adjudged bankrupt, makes a general assignment for the benefit of creditors, or becomes insolvent; b. Failure of Contractor to supply adequate properly skilled workmen or proper materials; c. Failure of Contractor to make prompt payment to subcontractor for material or labor; d. Any disregard of laws, ordinances or proper instructions of the City; e. Assignment or work without permission of the City; f. Abandonment of the work by Contractor; g. Failure to meet the work progress schedule set forth in this Contract; h. Unnecessary delay which, in the judgment of the City, will result in the work not being completed in the prescribed time. Termination of the Contract shall be preceded by ten (10) days written notice by the City to the Contractor and its surety stating the grounds for termination and the measures, if any, which must be taken to assure compliance with the Contract. The Contract shall be terminated at the expiration of such ten (10) day period unless the City Council shall withdraw its notice of termination. Upon termination of the Contract by the City, the City may, without prejudice to any other remedy the City may have, take possession of the site and of all materials, equipment, tools, construction equipment and machinery thereon owned by the Contractor and may finish the Work by whatever methods the City may deem expedient at the Contractor’s expense. Upon Contract termination, the Contractor shall not be entitled to receive any further payment until the Work is finished. If the unpaid balance of the contract price exceeds the expense of finishing the Work, including compensation for additional managerial and administrative services, the excess shall be paid to the Contractor. If such expense exceeds the unpaid balance, the Contractor shall pay the difference to the City. In the event that the Contractor abandons the Work, fails or refuses to complete the Work or fails to pay just claims for labor or material, the City reserves the right to charge against the Contractor all legal, engineering, or other costs resulting from such abandonment, failure or refusal. Legal costs will include the City's cost of prosecuting or defending any suit in connection with such abandonment, failure or refusal, and non-payment of claims wherein the City is made co-defendant, and the Contractor agrees to pay all costs, including reasonable attorney's fees. 15. Contractor’s Right to Terminate Contract. The Contractor may terminate this Contract upon ten (10) days written notice to the City for any of the following reasons: Page 5 of 11 S:\Sanitary\lift stations\2021 LS Rehab\STANDARD CONTRACT - SyCom.docx a. If an order of any court or other public authority caused the Work to be stopped or suspended for a period of 90 days through no act or fault of the Contractor or its employees. b. If the City should fail to pay any undisputed sum owed Contractor within forty-five (45) days after the sum becomes due. 16. Subcontractor. The Contractor shall bind every subcontractor and every subcontractor shall agree to be bound by the terms of this Contract as far as applicable to its work, unless specifically noted to the contrary in a subcontract approved in writing as adequate by the City. The Contractor shall pay any subcontractor involved in the performance of this Contract within the ten (10) days of the Contractor's receipt of payment by the City for undisputed services provided by the subcontractor. If the Contractor fails within that time to pay the subcontractor any undisputed amount for which the Contractor has received payment by the City, the Contractor shall pay interest to the subcontractor on the unpaid amount at the rate of 1.5 percent per month or any part of a month. 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 Contractor shall pay the actual interest penalty due to the subcontractor. A subcontractor who prevails in a civil action to collect interest penalties from the Contractor shall be awarded its costs and disbursements, including attorney's fees, incurred in bringing the action. 17. Independent Contractor. Contractor is an independent contractor engaged by City to perform the services described herein and as such (i) shall employ such persons as it shall deem necessary and appropriate for the performance of its obligations pursuant to this Contract, who shall be employees, and under the direction, of Contractor and in no respect employees of City, and (ii) shall have no authority to employ persons, or make purchases of equipment on behalf of City, or otherwise bind or obligate City. No statement herein shall be construed so as to find the Contractor an employee of the City. 18. Notice. Required notices to the Contractor shall be in writing, and shall be either hand- delivered to the Contractor, its employees or agents, or mailed to the Contractor by certified mail at the following address: 6710 Penn Ave S Minneapolis, MN 55423 Notices to the City shall be in writing and shall be either hand-delivered or mailed to the City by certified mail at the following address: Andy Stephes, Utilities Foreman City of Prior Lake 4646 Dakota Street SE Prior Lake, MN 55372 Notices shall be deemed effective on the date of receipt. Any party may change its address for the service of notice by giving written notice of such change to the other party, in any manner above specified, 10 days prior to the effective date of such change. 19. Insurance. a. General Liability. Prior to starting the Work, Contractor shall procure, maintain and pay for such insurance as will protect against claims or loss which may arise out of operations by Contractor or by any subcontractor or by anyone employed by any of Page 6 of 11 S:\Sanitary\lift stations\2021 LS Rehab\STANDARD CONTRACT - SyCom.docx them or by anyone for whose acts any of them may be liable. Such insurance shall include, but not be limited to, minimum coverages and limits of liability specified in this Paragraph, required by law, or the insurance coverage actually obtained by Contractor, whichever is greater. b. Contractor shall procure and maintain the following minimum insurance coverages and limits of liability for the Work: Worker’s Compensation Statutory Limits Employer’s Liability $500,000 each accident $500,000 disease policy limit $500,000 disease each employee Commercial General Liability $1,500,000 property damage and bodily injury per occurrence $2,000,000 general aggregate $2,000,000 Products – Completed Operations Aggregate $100,000 fire legal liability each occurrence $5,000 medical expense Comprehensive Automobile Liability $1,000,000 combined single limit each accident (shall include coverage for all owned, hired and non-owed vehicles.) Umbrella or Excess Liability $1,000,000 c. Commercial General Liability. The Commercial General Liability Policy shall be on ISO form CG 00 01 12 07 or CG 00 01 04 13, or the equivalent. Such insurance shall cover liability arising from premises, operations, independent contractors, products- completed operations, personal and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract). There shall be no endorsement or modification of the Commercial General Liability form arising from pollution, explosion, collapse, underground property damage or work performed by subcontractors. d. Contractor shall maintain “stop gap” coverage if Contractor obtains Workers’ Compensation coverage from any state fund if Employer’s liability coverage is not available. e. All policies, except the Worker’s Compensation Policy, shall name the “City of Prior Lake” as an additional insured on ISO forms CG 20 10 07 04 or CG 20 10 04 13; and CG 20 37 07 04 or CG 20 37 04 13, or their equivalent. f. All policies shall apply on a “per project” basis. g. All polices shall contain a waiver of subrogation in favor of the City. h. All policies shall be primary and non-contributory. Page 7 of 11 S:\Sanitary\lift stations\2021 LS Rehab\STANDARD CONTRACT - SyCom.docx i. All polices, except the Worker’s Compensation Policy, shall insure the defense and indemnity obligations assumed by Contractor under this Contract. j. Contractor agrees to maintain all coverage required herein throughout the term of the Contract and for a minimum of two (2) years following City’s written acceptance of the Work. k. It shall be Contractor’s responsibility to pay any retention or deductible for the coverages required herein. l. All policies shall contain a provision or endorsement that coverages afforded thereunder shall not be cancelled or non-renewed or restrictive modifications added, without thirty (30) days’ prior notice to the City, except that if the cancellation or non- renewal is due to non-payment, the coverages may not be terminated or non-renewed without ten (10) days’ prior notice to the City. m. Contractor shall maintain in effect all insurance coverages required under this Paragraph at Contractor’s sole expense and with insurance companies licensed to do business in the state in Minnesota and having a current A.M. Best rating of no less than A-, unless specifically accepted by City in writing. n. A copy of the Contractor’s Certificate of Insurance which evidences the compliance with this Paragraph, must be filed with City prior to the start of Contractor’s Work. Upon request a copy of the Contractor’s insurance declaration page, Rider and/or Endorsement, as applicable shall be provided. Such documents evidencing Insurance shall be in a form acceptable to City and shall provide satisfactory evidence that Contractor has complied with all insurance requirements. Renewal certificates shall be provided to City prior to the expiration date of any of the required policies. City will not be obligated, however, to review such Certificate of Insurance, declaration page, Rider, Endorsement or certificates or other evidence of insurance, or to advise Contractor of any deficiencies in such documents and receipt thereof shall not relieve Contractor from, nor be deemed a waiver of, City’s right to enforce the terms of Contractor’s obligations hereunder. City reserves the right to examine any policy provided for under this paragraph. o. Effect of Contractor’s Failure to Provide Insurance. If Contractor fails to provide the specified insurance, then Contractor will defend, indemnify and hold harmless the City, the City's officials, agents and employees from any loss, claim, liability and expense (including reasonable attorney's fees and expenses of litigation) to the extent necessary to afford the same protection as would have been provided by the specified insurance. Except to the extent prohibited by law, this indemnity applies regardless of any strict liability or negligence attributable to the City (including sole negligence) and regardless of the extent to which the underlying occurrence (i.e., the event giving rise to a claim which would have been covered by the specified insurance) is attributable to the negligent or otherwise wrongful act or omission (including breach of contract) of Contractor, its subcontractors, agents, employees or delegates. Contractor agrees that this indemnity shall be construed and applied in favor of indemnification. Contractor also agrees that if applicable law limits or precludes any aspect of this indemnity, then the indemnity will be considered limited only to the extent necessary to comply with that Page 8 of 11 S:\Sanitary\lift stations\2021 LS Rehab\STANDARD CONTRACT - SyCom.docx applicable law. The stated indemnity continues until all applicable statutes of limitation have run. If a claim arises within the scope of the stated indemnity, the City may require Contractor to: i. Furnish and pay for a surety bond, satisfactory to the City, guaranteeing performance of the indemnity obligation; or ii. Furnish a written acceptance of tender of defense and indemnity from Contractor's insurance company. Contractor will take the action required by the City within fifteen (15) days of receiving notice from the City. 20. Indemnification. Contractor will defend and indemnify City, its officers, agents, and employees and hold them harmless from and against all judgments, claims, damages, costs and expenses, including a reasonable amount as and for its attorney’s fees paid, incurred or for which it may be liable resulting from any breach of this Contract by Contractor, its agents, contractors and employees, or any negligent or intentional act or omission performed, taken or not performed or taken by Contractor, its agents, contractors and employees, relative to this Contract. City will indemnify and hold Contractor harmless from and against any loss for injuries or damages arising out of the negligent acts of the City, its officers, agents or employees. 21. Ownership of Documents. All plans, diagrams, analyses, reports and information generated in connection with the performance of the Contract (“Information”) shall become the property of the City, but Contractor may retain copies of such documents as records of the services provided. The City may use the Information for its purposes and the Contractor also may use the Information for its purposes. Use of the Information for the purposes of the project contemplated by this Contract does not relieve any liability on the part of the Contractor, but any use of the Information by the City or the Contractor beyond the scope of this Contract is without liability to the other, and the party using the Information agrees to defend and indemnify the other from any claims or liability resulting therefrom. 22. Non-Discrimination. During the performance of this Contract, the Contractor shall not discriminate against any employee or applicant for employment because of race, color, creed, religion, national origin, sex, marital status, status with regard to public assistance, disability, sexual orientation or age. The Contractor shall post in places available to employees and applicants for employment, notices setting forth the provision of this non-discrimination clause and stating that all qualified applicants will receive consideration for employment. The Contractor shall incorporate the foregoing requirements of this paragraph in all of its subcontracts for program work, and will require all of its subcontractors for such work to incorporate such requirements in all subcontracts for program work. The Contractor further agrees to comply with all aspects of the Minnesota Human Rights Act, Minnesota Statutes 363.01, et. seq., Title VI of the Civil Rights Act of 1964, and the Americans with Disabilities Act of 1990. 23. Mediation. Each dispute, claim or controversy arising from or related to this agreement shall be subject to mediation as a condition precedent to initiating arbitration or legal or equitable actions by either party. Unless the parties agree otherwise, the mediation shall be in accordance with the Commercial Mediation Procedures of the American Arbitration Association then currently in effect. A request for mediation shall be filed in writing with the Page 9 of 11 S:\Sanitary\lift stations\2021 LS Rehab\STANDARD CONTRACT - SyCom.docx American Arbitration Association and the other party. No arbitration or legal or equitable action may be instituted for a period of 90 days from the filing of the request for mediation unless a longer period of time is provided by agreement of the parties. Cost of mediation shall be shared equally between the parties. Mediation shall be held in the City of Prior Lake unless another location is mutually agreed upon by the parties. The parties shall memorialize any agreement resulting from the mediation in a mediated settlement agreement, which agreement shall be enforceable as a settlement in any court having jurisdiction thereof. 24. Audit Disclosure and Data Practices. Any reports, information, data, etc. given to, or prepared or assembled by the Contractor under this Contract which the City requests to be kept confidential, shall not be made available to any individual or organization without the City's prior written approval. The books, records, documents and accounting procedures and practices of the Contractor or other parties relevant to this Contract are subject to examination by the City and either the Legislative Auditor or the State Auditor for a period of six (6) years after the effective date of this Contract. This Contract is subject to the Minnesota Government Data Practice Act, Minnesota Statutes Chapter 13 (Data Practices Act). All government data, as defined in the Data Practices Act Section 13.02, Subd 7, which is created, collected, received, stored, used, maintained, or disseminated by Contractor in performing any of the functions of the City during performance of this Contract is subject to the requirements of the Data Practice Act and Contractor shall comply with those requirements as if it were a government entity. All subcontracts entered into by Contractor in relation to this Contract shall contain similar Data Practices Act compliance language. 25. Rights and Remedies. The duties and obligations imposed by this Contract and the rights and remedies available thereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. 26. Assignment. Neither party shall assign this Contract, nor any interest arising herein, without the written consent of the other party. 27. Damages. In the event of a breach of the Contract by City, the Contractor shall not be entitled to recover punitive, special or consequential damages or damages for loss of business. 28. Enforcement. The Contractor shall reimburse the City for all costs and expenses, including without limitation, attorneys' fees paid or incurred by the City in connection with the enforcement by the City during the term of this Contract or thereafter of any of the rights or remedies of the City under this Contract. 29. Severability. The provisions of this Contract are severable. If any portion hereof is, for any reason, held by a court of competent jurisdiction to be contrary to law, such decision shall not affect the remaining provisions of this Contract. 30. Entire Agreement. The entire agreement of the parties is contained herein. This Contract supersedes all oral agreements and negotiations between the parties relating to the subject matter hereof as well as any previous agreements presently in effect between the parties relating to the subject matter hereof. Any alterations, amendments, deletions, or waivers of the provisions of this Contract shall be valid only when expressed in writing and duly signed by the parties, unless otherwise provided herein. 31. Waiver. No action nor failure to act by the City or the Contractor shall constitute a waiver of any right or duty afforded any of them under the Contract, nor shall any such action or Page 10 of 11 S:\Sanitary\lift stations\2021 LS Rehab\STANDARD CONTRACT - SyCom.docx failure to act constitute an approval of or acquiescence in any breach thereunder, except as may be specifically agreed in writing. 32. Governing Law. This Contract shall be controlled by the laws of the State of Minnesota. 33. Conflicts. No salaried officer or employee of the City and no member of the Council of the City shall have a financial interest, direct or indirect, in this Contract. The violation of this provision renders the Contract void. 34. Counterparts. This Contract may be executed in multiple counterparts, each of which shall be considered an original. 35. Compliance with Laws and Regulations. In providing services hereunder, the Contractor shall abide by statutes, ordinances, rules, and regulations pertaining to the provisions of Work to be provided. Any violation of statutes, ordinances, rules and regulations pertaining to the Work to be provided shall constitute a material breach of this Agreement and entitle the City to immediately terminate this Agreement. 36. Responsible Contractor Contractor warrants under oath that Contractor is in compliance with the minimum criteria required of a “responsible contractor” as that term is defined in Minnesota Statutes § 16C.285, subd. 3. Contractor has provided to City a list of all of its first-tier subcontractors and motor carriers that it intends to retain for work on the project. The Contractor has obtained from all subcontractors and motor carriers with which it will have a direct contractual relationship a signed statement under oath by an owner or officer verifying that the subcontractor or motor carrier meets all of the minimum criteria in § 16C.285, subd. 3. If Contractor retains additional subcontractors or motor carriers on the project after submitting its verification of compliance, the Contractor shall obtain verification of compliance from each additional subcontractor and motor carrier with which it has a direct contractual relationship and shall submit to the City a supplemental verification confirming the subcontractor’s and motor carrier’s compliance with subdivision 3, clause (7), within 14 days of retaining the additional subcontractors or motor carriers. Contractor shall submit to the City upon request copies of the signed verifications of compliance from all subcontractors and motor carriers of any tier pursuant to Minn. Stat. § 16C.285, subd. 3(7). A false statement under oath, by Contractor, subcontractor, or motor carrier, verifying compliance with any of the minimum criteria may result in termination of the Contract. Page 11 of 11 S:\Sanitary\lift stations\2021 LS Rehab\STANDARD CONTRACT - SyCom.docx Executed as of the day and year first written above. CITY OF PRIOR LAKE __________________________________ Mayor ___________________________________ City Manager SY/COM, INC. By: ________________________________ Its: _______________________________