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7.2. EDSR 04-20-2020 Request for Action To Item Number Economic Development Authority 7.2 Agenda Section Meeting Date Prepared by General Business April 20, 2020 Amanda Othoudt, ED Director Item Description Reviewed by EDA Strategic Plan Contract with Stantec Cal Portner, City Administrator Consulting Services, Inc. Reviewed by Action Requested Approve, by motion, a resolution for a special service agreement with Stantec Consulting Services, Inc. Background/Discussion At their July 15, 2019, special meeting, the EDA directed staff to develop an RFP for an EDA strategic plan. At their December 16, 2019, meeting, the EDA approved the RFP, and 11 proposals were received by the proposal deadline of March 2, 2020. On March 9, 2020, Commissioners Blesener, Hartwig and staff reviewed the proposals and selected four finalists to present their proposals at the March 16, 2020, meeting. That evening, the EDA selected a proposal from Stantec Consulting Services, Inc., and directed staff to begin contract negotiations with the EDA attorney, and the consultant. Staff is looking for approval of the final contract this evening. Financial Impact N/A Attachments  Stantec Consulting Services, Inc. Contract (to be delivered at the meeting)  Resolution The Elk River Vision A welcoming community with revolutionary and spirited resourcefulness, exceptional service, and community engagement that encourages and inspires prosperity ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF ELK RIVER, MINNESOTA COUNTY OF SHERBURNE STATE OF MINNESOTA RESOLUTION NO. 2020-____ RESOLUTION APPROVING A PROFESSIONAL SERVICE AGREEMENT WITH STANTEC CONSULTING SERVICES INC. WHEREAS, the Economic Development Authority of the City of Elk River, Minnesota (the “Authority”) enters into professional service agreements with vendors and contractors from time to time; and WHEREAS, the Authority prepared a request for proposals (the “RFP”) for services to create an economic development strategic plan as outlined in the RFP (the “Services”) and the Authority received 11 responses; and WHEREAS, the Authority and the staff of the Authority have evaluated the responses to the RFP and recommend that the Authority select Stantec Consulting Services Inc., a New York corporation (the “Contractor”), to provide the Services to the Authority; and WHEREAS, there has been presented before the Board of Commissioners of the Authority a form of Professional Service Agreement (the “Professional Service Agreement”) to be executed by the Authority and the Contractor, which sets forth the terms of the Services to be provided by the Contractor for an amount not to exceed $49,200; and NOW, THEREFORE, BE IT RESOLVED, by the Board of Commissioners of the Economic Development Authority of the City of Elk River, Minnesota as follows: 1. The Professional Service Agreement is hereby in all respects authorized, approved, and confirmed, and the Chair and the Executive Director are hereby authorized and directed to execute the Professional Service Agreement for and on behalf of the Authority in substantially the form now on file with the Executive Director but with such modifications as shall be deemed necessary, desirable, or appropriate, the execution thereof to constitute conclusive evidence of their approval of any and all modifications therein. 2. The Chair and the Executive Director are hereby authorized to execute and deliver any and all documents deemed necessary to carry out the intentions of this resolution and the Professional Service Agreement. 3. This resolution shall be in full force and effect as of the date hereof. th Adopted by the Economic Development Authority of the City of Elk River, Minnesota this 20 day of April, 2020. President ATTEST: Executive Director 2 PROFESSIONAL SERVICES AGREEMENT Z:\1 - Projects\E\Elk River Econ. Dev. Auth\20200417 Elk River EDA PSA (clean).dotm This Agreement is made and entered into effective April 20, 2020 (the “Agreement Date”) by and between: “Client” Name: Elk River Economic Development Authority Address: 13065 Orono Parkway, Elk River, MN 55330 Phone: 763-635-1042 Representative: Amanda Othoudt, Executive Director Email: AOthoudt@ElkRiver MN.gov “Stantec” Name: Stantec Consulting Services Inc. Address: 733 Marquette Avenue, #1000, Minneapolis, MN 55402 Phone: 612-712-2154 Representative: Tom Leighton, Senior Urban Planner Email: tom.leighton@stantec.com Project Name (the “Project”): EDA Stategic Plan, Elk River, MN DESCRIPTION OF WORK: Stantec shall render the services described in Attachment “A” (hereinafter called the “Services”) in accordance with this Agreement. Stantec may, with Client’s consent, engage subconsultants to perform all or any part of the Services. The Client and Stantec by written amendment to this Agreement may from time to time make changes to the Services. All changed work shall be carried out under this Agreement. The time for completion of the Services shall be adjusted accordingly. DESCRIPTION OF CLIENT: The Client confirms and agrees that the Client has authority to enter into this Agreement on its own behalf and on behalf of all parties related to the Client who may have an interest in the Project. COMPENSATION: Charges for the Services rendered will be made in accordance with the Contract Price indicated in Attachment “A”, or, if no Contract Price is indicated, in accordance with Stantec’s Schedule of Fees and Disbursements in effect from time to time as the Services are rendered. Invoices shall be paid by the Client in the currency of the jurisdiction in which the Services are provided without deduction or setoff upon receipt. Failure to make any payment when due is a material breach of this Agreement and will entitle Stantec, at its option, to suspend or terminate this Agreement and the provision of the Services. Interest will accrue on accounts overdue by 30 days at the lesser of 1.5 percent per month (18 percent per annum) or the maximum legal rate of interest. REPRESENTATIVES: Each party shall designate in the space provided above a representative who is authorized to act on behalf of that party and receive notices under this Agreement. Such representatives have complete authority to act on behalf of their principals in respect to all matters arising under this Agreement. NOTICES: All notices, consents, and approvals required to be given hereunder shall be in writing and shall be given to the representatives of each party. All notices required by this Agreement to be given by either party shall be deemed to be properly given and received within two (2) business days if made in writing to the other party by certified mail or email, addressed to the regular business address of such party as identified above. CLIENT’S RESPONSIBILITIES: The Client shall provide to Stantec in writing, the Client's total requirements in connection with the Project, including the Project budget and time constraints. The Client shall make available to Stantec all relevant information or data pertinent to the Project which is required by Stantec to perform the Services. Stantec shall be entitled to rely upon the accuracy and completeness of all information and data furnished by the Client, including information and data originating with other consultants employed by the Client whether such consultants are engaged at the request of Stantec or otherwise. Where such information or data originates either with the Client or its consultants then Stantec shall not be responsible to the Client for the consequences of any error or omission contained therein. When required by Stantec, the Client shall engage specialist consultants directly to perform items of work necessary to enable Stantec to carry out the Services. Whether arranged by the Client or Stantec, these services shall be deemed to be provided under direct contracts to the Client unless expressly provided otherwise. The Client shall give prompt consideration to all documentation related to the Project prepared by Stantec and whenever prompt action is necessary shall inform Stantec of Client’s decisions in such reasonable time so as not to delay the schedule for providing the Services. When applicable, the Client shall arrange and make provision for Stantec’s entry to the Project site as well as other public and private property as necessary for Stantec to perform the Services. The Client shall obtain any required approvals, PROFESSIONAL SERVICES AGREEMENT Page 2 Z:\1 - Projects\E\Elk River Econ. Dev. Auth\20200417 Elk River EDA PSA (clean).dotm licenses and permits from governmental or other authorities having jurisdiction over the Project so as not to delay Stantec in the performance of the Services. STANTEC’S RESPONSIBILITIES: Stantec shall furnish the necessary qualified personnel to provide the Services. Stantec represents that it has access to the experience and capability necessary to and agrees to perform the Services with the reasonable skill and diligence required by customarily accepted professional practices and procedures normally provided in the performance of the Services at the time when and the location in which the Services were performed. This undertaking does not imply or guarantee a perfect Project and in the event of failure or partial failure of the product or the Services, Stantec will be liable only for its failure to exercise diligence, reasonable care and professional skill. This standard of care is the sole and exclusive standard of care that will be applied to measure Stantec’s performance. There are no other representations or warranties expressed or implied made by Stantec. In particular, but not by way of limitation, no implied warranty of merchantability or fitness for a particular purpose shall apply to the Services provided by Stantec nor shall Stantec warrant or guarantee economic, market or financial conditions, proforma projections, schedules for public agency approvals, or other factors beyond Stantec’s reasonable control. Stantec does not warrant the Services to any third party and the Client shall indemnify and hold harmless Stantec from any demands, claims, suits or actions of third parties arising out of Stantec’s performance of the Services. In performing the Services under this Agreement, Stantec shall operate as and have the status of an independent contractor and shall not act as, or be an employee of the Client. TERMINATION: Either party may terminate this Agreement without cause upon thirty (30) days’ notice in writing. If either party breaches this Agreement, the non-defaulting party may terminate this Agreement after giving seven (7) days’ notice to remedy the breach. On termination of this Agreement, the Client shall forthwith pay Stantec for the Services performed to the date of termination. Non-payment by the Client of Stantec’s invoices within 30 days of Stantec rendering same is agreed to constitute a material breach of this Agreement and, upon written notice as prescribed above, the duties, obligations and responsibilities of Stantec are terminated. SUSPENSION OF SERVICES: If the project is suspended for more than thirty (30) calendar days in the aggregate, Stantec shall be compensated for services performed and charges incurred prior to receipt of notice to suspend and, upon resumption, an equitable adjustment in fees to accommodate the resulting demobilization and remobilization costs. In addition, there shall be an equitable adjustment in the project schedule based on the delay caused by the suspension. If the Project is suspended for more than ninety (90) days, Stantec may, at its option, terminate this agreement upon giving notice in writing to the Client. ENVIRONMENTAL: Except as specifically described in this Agreement, Stantec’s field investigation, laboratory testing and engineering recommendations will not address or evaluate pollution of soil or pollution of groundwater. Where the services include storm water pollution prevention (SWPP), sedimentation or erosion control plans, specifications, procedures or related construction observation or administrative field functions, Client acknowledges that such Services proposed or performed by Stantec are not guaranteed to provide complete SWPP, sedimentation or erosion control, capture all run off or siltation, that any physical works are to be constructed and maintained by the Client’s contractor or others and that Stantec has no control over the ultimate effectiveness of any such works or procedures. Except to the extent that there were errors or omissions in the Services provided by Stantec, Client agrees to indemnify and hold Stantec harmless from and against all claims, costs, liabilities or damages whatsoever arising from any storm water pollution, erosion, sedimentation, or discharge of silt or other deleterious substances into any waterway, wetland or woodland and any resulting charges, fines, legal action, cleanup or related costs. BUILDING CODES, BYLAWS AND OTHER PUBLIC REGULATIONS: Stantec shall, to the best of its ability, interpret building codes, by-laws and other public regulations as they apply to the Project and as they are published at the time Services commence. Furthermore, Stantec shall observe and comply with all applicable laws, ordinances, codes and regulations of government agencies, including federal, state, provincial, municipal and local governing bodies having jurisdiction over the conduct of the Services (“LAWS”). However, it is expressly acknowledged and agreed by the Client that as the Project progresses such building codes, by-laws, other public regulations and LAWS may change or the interpretation of any public authority may differ from the interpretation of Stantec, through no fault of Stantec, and any extra costs necessary to conform to such changes or interpretations during or after execution of the Services will be paid by the Client. Stantec shall continue to provide equal employment opportunity to all qualified persons and to recruit, hire, train, promote and compensate persons in all jobs without regard to race, color, religion, sex, age, disability or national origin or any other basis prohibited by applicable laws. COST AND SCHEDULE OF CONSTRUCTION WORK: In providing opinions of probable cost and project schedule, it is recognized that neither the Client nor Stantec has control over the costs of labor, equipment or materials, or over the Contractor’s methods of determining prices or time. The opinions of probable cost or project duration are based on Stantec’s reasonable professional judgment and experience and do not constitute a warranty, express or implied, that the Contractors’ bids, project schedules, or the negotiated price of the Work or schedule will not vary from the Client’s PROFESSIONAL SERVICES AGREEMENT Page 3 Z:\1 - Projects\E\Elk River Econ. Dev. Auth\20200417 Elk River EDA PSA (clean).dotm budget or schedule or from any opinion of probable cost or project schedule prepared by Stantec. Exact costs and times will be determined only when bids have been received for the Project and when the construction work has been performed and payments finalized. ADMINISTRATION OF CONSTRUCTION CONTRACTS: When applicable, Stantec shall provide field services during the construction of the Project only to the extent that such Services are included and defined in this Agreement. The performance of the construction contract is not Stantec’s responsibility nor are Stantec’s field services rendered for the construction contractor's benefit. It is understood and agreed by the Client and Stantec that only work which has been seen during an examination by Stantec can be said to have been appraised and comments on the balance of any construction work are assumptions only. When field services are provided by Stantec, the authority for general administration of the Project shall reside with Stantec only to the extent defined in this Agreement. In such case, Stantec shall coordinate the activities of other consultants employed by the Client, only to the extent that Stantec is empowered to do so by such other consultants’ contracts with the Client. Stantec shall not be responsible for any contractor’s failure to carry out the work in accordance with the contract documents nor for the acts or omissions of any contractor, subcontractor, any of their agents or employees, or any other persons performing any of the work in connection with the Project. When field services are provided, no acceptance by Stantec of the work or services of a construction contractor or other consultants, whether express or implied, shall relieve such construction contractor or other consultants from their responsibilities to the Client for the proper performance of such work or services and further, Stantec shall not be responsible to the Client or to the construction contractor or to the other consultants for the means, methods, techniques, sequences, procedures and use of equipment of any nature whatsoever, whether reviewed by Stantec or not, which are employed by the construction contractor or the other consultants in executing, designing, or administering any phases of the Project, or for placing into operation any plant or equipment or for safety precautions and programs incidental thereto. When field services are provided, Stantec will not be designated as the party responsible for the compliance by others on the construction work site with the purposes or requirements of applicable environmental, occupational health and safety, or similar legislation. The Client shall designate a responsible party, other than Stantec, for the coordination and performance of environmental, occupational health and safety activities on the construction work site as required by applicable legislation and associated regulations. JOBSITE SAFETY: Neither the professional activities of Stantec, nor the presence of Stantec or its employees and subconsultants at a construction site, shall relieve the Client and any other entity of their obligations, duties and responsibilities with respect to job site safety. Subject only to applicable legislation, Stantec and its personnel have no authority to exercise any control over any construction contractor or other entity or their employees in connection with their work or any health or safety precautions. INDEMNITY: Each party will indemnify and save harmless the other from and against all claims, losses, damages, costs, (including legal costs) actions and other proceedings made, sustained, brought or prosecuted in any manner based upon, occasioned by or attributable to any injury, default or damage arising from any negligent act, error, omission or willful misconduct of the indemnifying party, its servants or agents or persons for whom it has assumed responsibility in the performance or purported performance of this AGREEMENT or of any of the Services. LIMITATION OF LIABILITY: It is agreed that the total amount of all claims (including any and all costs associated with such claims such as attorney and expert fees and interest) the Client may have against Stantec under this Agreement or arising from the performance or non-performance of the Services under any theory of law, including but not limited to claims for negligence, negligent misrepresentation and breach of contract, shall be strictly limited to$500,000. As the Client’s sole and exclusive remedy under this Agreement any claim, demand or suit shall be directed and/or asserted only against Stantec and not against any of Stantec’s employees, officers or directors. Stantec’s liability with respect to any claims arising out of this Agreement shall be absolutely limited to direct damages arising out of the Services and Stantec shall bear no liability whatsoever for any consequential loss, injury or damage incurred by the Client, including but not limited to claims for loss of use, loss of profits and loss of markets. Liability of Stantec shall be further limited to such sum as it would be just and equitable for Stantec to pay having regard to the extent of its responsibility for the loss or damage suffered and on the assumptions that all other consultants and all contractors and sub-contractors shall have provided contractual undertakings on terms no less onerous than those set out in this Agreement to the Client in respect of the carrying out of their obligations and have paid to the Client such proportion of the loss and damage which it would be just and equitable for them to pay having regard to the extent of their responsibility. DOCUMENTS: All documents prepared by Stantec or on behalf of Stantec in connection with the Project are instruments of service for the execution of the Project. Stantec retains the property and copyright in these documents, whether the PROFESSIONAL SERVICES AGREEMENT Page 4 Z:\1 - Projects\E\Elk River Econ. Dev. Auth\20200417 Elk River EDA PSA (clean).dotm Project is executed or not. Payment to Stantec of the compensation prescribed in this Agreement shall be a condition precedent to the Client's right to use documentation prepared by Stantec. These documents may not be used for any other purpose without the prior written agreement of Stantec. The Client shall have a permanent non-exclusive, royalty- free license to use any concept, product or process which is patentable or capable of trademark, produced by or resulting from the Services rendered by Stantec in connection with the Project, for the life of the Project. The Client shall not use, infringe upon or appropriate such concepts, products or processes without the express written agreement of Stantec. In the event Stantec’s documents are subsequently reused or modified in any material respect without the prior consent of Stantec, the Client agrees to indemnify Stantec from any claims advanced on account of said reuse or modification. Any document produced by Stantec in relation to the Services is intended for the sole use of Client. The documents may not be relied upon by any other party without the express written consent of Stantec, which may be withheld at Stantec’s discretion. Any such consent will provide no greater rights to the third party than those held by the Client under the contract, and will only be authorized pursuant to the conditions of Stantec’s standard form reliance letter. Stantec cannot guarantee the authenticity, integrity or completeness of data files supplied in electronic format (“Electronic Files”). Client shall release, indemnify and hold Stantec, its officers, employees, consultants and agents harmless from any claims or damages arising from the use of Electronic Files. Electronic files will not contain stamps or seals, remain the property of Stantec, are not to be used for any purpose other than that for which they were transmitted, and are not to be retransmitted to a third party without Stantec’s written consent. PROJECT PROMOTION: Where the Client has control or influence over construction signage, press releases and/or other promotional information identifying the project (“Project Promotion”), the Client agrees to include Stantec in such Project Promotion. FORCE MAJEURE: Any default in the performance of this Agreement caused by any of the following events and without fault or negligence on the part of the defaulting party shall not constitute a breach of contract: labor strikes, riots, war, acts of governmental authorities, unusually severe weather conditions or other natural catastrophe, disease, epidemic or pandemic, or any other cause beyond the reasonable control or contemplation of either party. Nothing herein relieves the Client of its obligation to pay Stantec for services rendered. GOVERNING LAW: This Agreement shall be governed, construed and enforced in accordance with the laws of the jurisdiction in which the majority of the Services are performed. DISPUTE RESOLUTION: If requested in writing by either the Client or Stantec, the Client and Stantec shall attempt to resolve any dispute between them arising out of or in connection with this Agreement by entering into structured non-binding negotiations with the assistance of a mediator on a without prejudice basis. The mediator shall be appointed by agreement of the parties. The Parties agree that any actions under this Agreement will be brought in the appropriate court in the jurisdiction of Governing Law, or elsewhere by mutual agreement. Nothing herein however prevents Stantec from any exercising statutory lien rights or remedies in accordance with legislation where the project site is located. ATTORNEYS FEES: In the event of a dispute hereunder, the prevailing party is entitled to recover from the other party all costs incurred by the prevailing party in enforcing this Agreement and prosecuting the dispute, including reasonable attorney’s and expert’s fees, whether incurred through formal legal proceedings or otherwise. ASSIGNMENT AND SUCCESSORS: The Client shall not, without the prior written consent of Stantec, assign the benefit or in any way transfer the obligations of this Agreement or any part hereof. This Agreement shall inure to the benefit of and be binding upon the parties hereto, and except as otherwise provided herein, upon their executors, adminis trators, successors, and assigns. PROTECTION OF PRIVACY LAWS: The parties acknowledge that information relating to an identified or identifiable person (“Personal Information”) may be exchanged in the course of this Project pursuant to this Agreement. The party disclosing Personal Information (the “Disclosing Party”) warrants that is has all necessary authorizations and approvals required to process and disclose the Personal Information and to enable the party receiving the Personal Information (the “Receiving Party”) to process it in performing the Services. The Disclosing Party will provide the Receiving Party with written notice containing the details of what Personal Information will be provided. The Receiving Party will comply with any reasonable instruction from the Disclosing Party in respect of such Personal Information and implement appropriate technical and organization measures to protect the Personal Information against unauthorized or unlawful processing and accidental loss, theft, use, disclosure, destruction and/or damage. The Receiving Party shall be permitted, upon prior written consent of the Disclosing Party, to transfer Personal Information outside the jurisdiction if required for performance of the Services provided that such transfers are in accordance with relevant and applicable requirements under applicable legislation. The Receiving Party shall provide the Disclosing Party with full cooperation and assistance in meeting its obligations under applicable privacy legislation, including in relation to the security of processing, the notification of Personal Information breaches, the notification of requests from individuals and Personal Information protection impact assessments. On termination of this Agreement, the Receiving Party shall cease processing Personal Information and shall delete and destruct or return to the Disclosing Party (as the Disclosing Party may require) all Personal Information held or processed by the Receiving Party on the Disclosing Party’s behalf. It is understood however, that the Receiving Party may need to PROFESSIONAL SERVICES AGREEMENT Page 5 Z:\1 - Projects\E\Elk River Econ. Dev. Auth\20200417 Elk River EDA PSA (clean).dotm keep a copy of all Personal Information for legal purposes and therefore it will continue to take reasonable steps to protect the Personal Information as outlined herein and will proceed with the destruction of the Personal Information within a reasonable period of time if there is no longer any legal justification to keep the Personal Information. Nothing herein relieves either party from their responsibilities for compliance with applicable privacy legislation. ENTIRE AGREEMENT: This Agreement constitutes the sole and entire agreement between the Client and Stantec relating to the Project and supersedes all prior agreements between them, whether written or oral respecting the subject matter hereof and no other terms, conditions or warranties, whether express or implied, shall form a part hereof. This Agreement may be amended only by written instrument signed by both the Client and Stantec. All attachments referred to in this Agreement are incorporated herein by this reference; however, in the event of any conflict between attachments and the terms and conditions of this Agreement, the terms and conditions of this Agreement shall take precedence. SEVERABILITY: If any term, condition or covenant of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions of this Agreement shall be binding on the Client and Stantec. CONTRA PROFERENTEM: The parties agree that in the event this Agreement is subject to interpretation or construction by a third party, such third party shall not construe this Agreement or any part of it against either party as the drafter of this Agreement. THE PARTIES EXPRESSLY ACKNOWLEDGE THAT THIS AGREEMENT CONTAINS LIMITATION OF LIABILITY PROVISIONS RESTRICTING RIGHTS FOR THE RECOVERY OF DAMAGES. PURSUANT TO FLORIDA STATUTES CHAPTER 558.0035 AN INDIVIDUAL EMPLOYEE OR AGENT MAY NOT BE HELD INDIVIDUALLY LIABLE FOR DAMAGES RESULTING FROM NEGLIGENCE. The Parties, intending to be legally bound, have made, accepted and executed this Agreement as of the Agreement Date noted above. Error! Reference source not found. Stantec Consulting Services Inc. Dan Tveite, President John Shardlow, Senior Prinicpal Print Name and Title Print Name and Title Signature Signature Amanda Othoudt, Executive Director Bruce Chamberlain, Principal Print Name and Title Print Name and Title Signature Signature PROFESSIONAL SERVICES AGREEMENT ATTACHMENT “A” Z:\1 - Projects\E\Elk River Econ. Dev. Auth\20200417 Elk River EDA PSA (clean).dotm Attached to and forming part of the Agreement BETWEEN: Error! Reference source not found. (hereinafter called the “Client”) - and - Stantec Consulting Services Inc. (hereinafter called “Stantec”) EFFECTIVE: Error! Reference source not found. This Attachment details the Services, Contract Time, Contract Price, Additional Conditions and Additional Attachments forming part of the above described Agreement. SERVICES: Stantec shall perform the following Services: [Click and enter in any format the details you wish to use to express Scope of Services] (hereinafter called the “Services”) CONTRACT TIME: Commencement Date: April 20, 2020 Estimated Completion Date: November 20, 2020 CONTRACT PRICE: Subject to the terms below, Client will compensate Stantec as follows: Hourly and expenses not to exceed $49,200. Additional services will be billed on a time plus materials basis, upon receipt of written authorization from the Client. Where not stated as being included in the fees, project specific subconsultant, contractor, lab and other similar third party charges will be charged as invoiced to Stantec with a ten percent (10%) markup. Unless otherwise noted, the fees in this agreement do not include any value added, sales, or other taxes that may be applied by Government on fees for services. Such taxes will be added to all invoices as required. Where the Services or services conditions change, Stantec shall submit to the Client in a timely manner, documentation of the revisions to Attachment “A” adjusting the Contract Services Time and Price as required. Unless otherwise specified, charges for Services are based on Stantec’s hourly billing rate table (“Rate Table”), attached hereto. The Rate Table is subject to escalation from time to time. At a minimum, effective each January 1 during the term of this Agreement, Stantec’s charges for Services shall escalate by either (a) the most current Consumer Price Index year over year percentage increase, not seasonally adjusted, for the preceding July, all items, as published by Statistics Canada (for Projects in Canada) plus 1.0%, or (b) the most current Consumer Price Index for All Urban Consumers (CPI-U) year over year percentage increase, not seasonally adjusted, for the preceding July, as published by the U.S. Bureau of Labor Statistics plus 1.0% (for all other projects). PROFESSIONAL SERVICES AGREEMENT ATTACHMENT “A” Page 2 Z:\1 - Projects\E\Elk River Econ. Dev. Auth\20200417 Elk River EDA PSA (clean).dotm ADDITIONAL CONDITIONS: The following additional conditions shall be read in conjunction with and constitute part of this Agreement: [Click and insert additional items. If none, type 'No additional conditions' or similar wording.] COVID-19: The parties acknowledge the ongoing COVID-19 pandemic and agree that the CONTRACT PRICE and CONTRACT TIME does not include any schedule or cost impact that may occur as a result thereof. To the extent that there are cost or schedule impacts resulting from the COVID-19 pandemic, Stantec shall be entitled to an equitable change order. ADDITIONAL ATTACHMENTS: The following additional attachments shall be read in conjunction with and constitute part of this Agreement: Rate Table Proposal Document Dated March 2, 2020 INSURANCE REQUIREMENTS: Before any services are provided under this agreement, Stantec shall procure, and maintain the following insurance coverage during the term of this agreement. A. Workers’ Compensation and Employer’s Liability: As prescribed by applicable law, including an all states endorsement, and Employer’s Liability in the amount of not less than $1,000,000. B. General Liability: Commercial general liability insurance for personal and bodily injury, including death, and property damage in the amount of $1,000,000 combined single limit each occurrence and $2,000,000 in the aggregate. Client shall be named as an “additional insured” under the policy. C. Automobile Liability: Automobile liability insurance for personal and bodily injury, including death and property damage in the amount of $1,000,000 each occurrence. D. Professional Liability: Professional liability insurance for damages incurred by reason of any negligent act, error or omission committed, or alleged to have been committed by Stantec in the amount of $1,000,000 per claim and in the aggregate. E. Certificates: Stantec shall provide certificates of insurance evidencing coverage required above.