COOPERATIVE PROJECT AGREEMENT FOR 2010 WATERMAIN REHABILITATION BETWEEN THE CITIES OF GOLDEN VALLEY, HUTCHINSON, AND FRIDLEY MINNESOTA

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1 COOPERATIVE PROJECT AGREEMENT FOR 2010 WATERMAIN REHABILITATION BETWEEN THE CITIES OF GOLDEN VALLEY, HUTCHINSON, AND FRIDLEY MINNESOTA June 15, 2010

2 COOPERATIVE PROJECT AGREEMENT FOR WATERMAIN REHABILITATION This AGREEMENT is made this day of June 2010 by and between the CITY OF GOLDEN VALLEY, a Minnesota municipal corporation ( Golden Valley ), the CITY OF HUTCHINSON, a Minnesota municipal corporation ( Hutchinson ), and the CITY OF FRIDLEY, a Minnesota municipal corporation ( Fridley ) (collectively hereinafter, the Cities ). RECITALS WHEREAS, Minnesota statute , et. seq., authorizes cities to enter into cooperative project agreement; and WHEREAS, The City of Golden Valley wishes to rehabilitate a portion of their watermain by means of a Class IV fully structural, pressure rated, cured-in-place pipe (CIPP) (hereinafter Golden Valley Project ); and WHEREAS, The City of Hutchinson wishes to rehabilitate a portion of their watermain by means of a Class IV fully structural, pressure rated, CIPP, (hereinafter Hutchinson Project ); and WHEREAS, The City of Fridley wishes to rehabilitate a portion of their watermain by means of a Class IV fully structural, pressure rated, CIPP, (hereinafter Fridley Project ) (all three Projects taken together hereinafter the Project ); and WHEREAS, the Cities will prepare and submit one bid document including plans and specifications for one construction contractor ( Contractor ) to complete work in all three municipalities; and WHEREAS, the City of Golden Valley will be the Contracting Authority. NOW, THEREFORE, in consideration of the mutual covenants herein, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, Golden Valley, Hutchinson, and Fridley hereby agree as follows: 1. Plans and Specifications. Short Elliot Hendrickson (hereinafter SEH) shall be responsible for the design and preparation of plans and specifications for construction of the Golden Valley and Hutchinson Projects. The City of Fridley is responsible for the design and preparation of plans and specifications for construction of the Fridley Project. The City of Fridley will submit a design and plans and specifications to SEH to be included with the others. The plans and specifications shall be certified by a professional engineer licensed in the State of Minnesota.

3 2. Advertisement for Bids and Construction. The City of Golden Valley will advertise for bids and award contracts in accordance with the laws of the State of Minnesota. The City of Golden Valley will award the contract to the contractor who is the lowest responsible bidder in accordance with law and City policy. Each City is responsible for providing construction management, observation, and inspection in connection with the work being completed within its City. 3. Warranty. The bid specifications shall require that the Contractor provide a 1 year warranty on workmanship and materials. The warranty shall run directly to each City for the work and materials provided on each City s respective Project and bind the Contractor and all material suppliers to each respective City for each City s respective Project. 4. Insurance Requirements. The Contractor shall be responsible for any claims arising out of the construction of the Project. The Contractor shall provide proof of insurance providing coverage to meet statutory requirements. The proof of insurance must list each City as additionally insured. The contractor must also agree to indemnify and save harmless each City and all of its officers, agents, and servants against any claim or liability arising from its work on the Project. 5. Opt Out Clause. The Cities will have the option to opt out of the Cooperative Project Agreement at any time prior to award of the contract by the City of Golden Valley. The City of Golden Valley will wait a minimum of twelve (12) calendar days to award the contract after receiving the bids. Should any City or Cities withdraw from the Project, all Project costs associated with that City or Cities shall remain the responsibility of the respective City. If the City of Golden Valley withdraws from the Project, the remaining cities may continue with the Project, award the contract and designate one of them to operate as Contracting Authority hereunder. 6. Easements. The Golden Valley Project is entirely within property owned by Golden Valley and no easements are necessary. The Cities of Hutchinson and Fridley shall obtain, at their own cost, any temporary or permanent easements deemed necessary for their respective Projects. Hutchinson and Fridley shall obtain the required easements prior to advertisement for bids in accordance with the schedule developed for the Project. 7. Construction Access. The Cities agree to provide the Contractor access to perform the work in their respective Project areas. 8. Permits. The Cities shall obtain all construction permits and/or any other permits that may be required in connection with the construction of their respective Projects. 9. Communications. Each City will be responsible for project communication between all project stakeholders within their City. This includes all communication relating to

4 construction meetings, resident notification, and any/all Project specific requirements. The City of Golden Valley will maintain the communication with SEH with the assistance of Hutchinson and Fridley for any contractual communication that is required. 10. Payment. The Cities of Hutchinson and Fridley shall, within 30 days of receipt of invoice, submit partial payment to the City of Golden Valley in the amount of ninetyfive percent (95%) of the engineer s estimated cost for their respective Projects. It is agreed that the total cost estimate provided by SEH is only an estimate of the total costs for the work contemplated by this Agreement. In addition, the unit prices set forth in the contract with the successful bidder(s), and the final quantities as measured by SEH, shall govern in computing the total final contract construction cost and the related apportionment between the Cities as contemplated by this Agreement. Partial payments will be made by the City of Golden Valley to the Contractor on a monthly basis for work completed as part of this Project. At the completion of the Project, SEH shall submit a cost breakdown for each City including engineering and project administration costs for review and approval. If any City disagrees with SEH s submittal for its Project costs, it shall have 14 days to notify the City of Golden Valley and resolve the issue. If they cannot resolve it within such 14 days, SEH s submittal shall be final for all purposes. Upon final agreement or resolution of Project cost issues, Hutchinson and Fridley shall reimburse the City of Golden Valley for the remainder of their costs, as determined by SEH, within 30 days of an invoice from Golden Valley. Record drawings shall be provided by the Contractor to the Cities for their respective Projects within 90 days of Golden Valley s final payment to the contractor(s) contracted for the work. Detailed requirements for the submittal of these record drawings can be found in the Project Standard Details supplied by SEH. 11. Examination of Books, Records, etc. As provided by Minn. Stat. Section 16C.05, Subd. 5, the books records, documents, and accounting procedures and practices of the Cities relevant to the Project are subject to examination by all parties, and either the legislative auditor or the state auditor as appropriate, for a minimum of six years from final payment. 12. Workers Compensation Claims. It is agreed that any and all employees of each City and all other persons engaged by that City in the performance of any work or services required or provided as contemplated by this Agreement shall not be considered employees of any other City, and that any and all claims that may or might arise under the Worker s Compensation Act or the Unemployment Compensation Act of the State of Minnesota on behalf of said employees while so engaged and any and all claims made by any third parties as a consequence of any

5 act or omission on the part of said employees while so engaged on any of the work or services provided as contemplated by this Agreement shall in no way be the obligation or responsibility of any other City. 13. Indemnification. Each City mutually agrees to indemnify and hold harmless the others from any claims, losses, costs, expenses, or damages resulting from the acts or omissions of its respective officers, agents, or employees relating to activities conducted by them under this Agreement. 14. Authorized Agents. The City of Golden Valley s Authorized Agent for the purpose of administration of this agreement is Jeannine Clancy, Director of Public Works, or her successor or assign. Her current address and telephone number is: 7800 Golden Valley Road, Golden Valley, MN 55427, The City of Hutchinson s Authorized Agent for the purpose of administration of this agreement is Kent Exner, Director of Public Works/City Engineer, or his successor or assign. His current address and telephone number is: 111 Hassan Street SE, Hutchinson, MN , The City of Fridley s Authorized Agent for the purpose of administration of this agreement is James Kosluchar, Director of Public Works/City Engineer, or his successor or assign. His current address and telephone number is: 6431 University Ave NE, Fridley, MN 55432, Successor and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, provided, however, that neither Golden Valley, Hutchinson, nor Fridley shall have the right to assign its rights, obligations, and interests in or under this Agreement to any other party without the prior written consent of the other parties hereto. 16. Amendment, Modification or Waiver. No amendment, modification, or waiver of any condition, provision, or term of this Agreement shall be valid or of any effect unless made in writing and signed by the party or parties to be bound, or its duly authorized representative(s). Any waiver by a party shall be effective only with respect to the subject matter thereof and the particular occurrence described therein, and shall not affect the rights of any other party with respect to any similar or dissimilar occurrences in the future. 17. Saving Provision. If any provision of this Agreement shall be found invalid or unenforceable with respect to any entity or in any jurisdiction, the remaining provisions of this Agreement shall not be affected thereby, and such provisions found to be unlawful or unenforceable shall not be affected as to their enforcement or lawfulness as to any other entity or in any other jurisdiction, and to such extent the terms and provisions of this Agreement are intended to be severable.

6 18. Notices. Any notice given under this Agreement shall be deemed given on the first business day following the date the same is deposited in the United States Mail (registered or certified) postage prepaid, addressed as follows: If to Golden Valley: If to Hutchinson: If to Fridley: Director of Public Works City of Golden Valley 7800 Golden Valley Road Golden Valley, MN Director of Public Works/City Engineer City of Hutchinson 111 Hassan Street SE Hutchinson, MN Director of Public Works/City Engineer City of Fridley 6431 University Ave. NE Fridley, MN Termination. This Agreement shall remain in effect until the earlier of (a) termination by mutual consent of the Cities, or (b) 60 days after expiration of the warranties in paragraph 3 above.

7 IN WITNESS WHEREOF, Golden Valley, Hutchinson, and Fridley have entered into this Agreement as of the date and year first above written. CITY OF GOLDEN VALLEY Linda R. Loomis, Mayor Thomas D. Burt, City Manager STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing Cooperative Project Agreement was acknowledged before me this day of, 2010 by Linda R. Loomis and Thomas D. Burt, respectively the Mayor and City Manager of the City of Golden Valley a municipal corporation, on behalf of the City. Notary Public

8 CITY OF HUTCHINSON Its Mayor Its City Administrator STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing Cooperative Project Agreement was acknowledged before me this day of, 2010 by, and, respectively the Mayor and City Manager of the City of Hutchinson, a municipal corporation, on behalf of the City. Notary Public

9 CITY OF FRIDLEY Its Mayor Its City Manager STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing Cooperative Project Agreement was acknowledged before me this day of, 2010 by, and, respectively the Mayor and City Manager of the City of Fridley, a municipal corporation, on behalf of the City. Notary Public