For Internal Use Only For Internal Use Only Depts must provide: OES must provide: ESAF 1502 OES Contract 10547 Chart/Field Account No. 1026-10377?20109 Analvst sb UN I VE RSITY OF MINNESOTA SERVICES AGREEMENT THIS SERVICES AGREEMENT (the ?Agreement?) is between the Regents of the University of Minnesota (the ??University?), a Minnesota constitutional corporation, and Weber Johnson Public Affairs, (the ?Company?). This Agreement is entered into by University through its Labovitz School of Business and Economics, Bureau of Business and Economic Research. The parties agree as follows: 1. Description of Services. University shall perform the following services for Company: 1. The BBER will report the direct, indirect, and induced economic impacts from the construction of the Sandpiper Pipeline and the replacement of Line 3 on the study area with a special focus on the impacts to the retail and hospitality industries. 2. Data will be con?gured by route and project phases/years. 3. The BBER will draft, publish, and provide a ?nal digital report in Microsoft Word and Acrobat PDF formats to Enbridge and Weber Johnson PA by the report deadline of September 23, 2015 (?Services?). Reference to Services in this Agreement shall be deemed to include any deliverables provided to Company in connection with the Services, including without limitation, reports, results, materials, products, and information. 2. Compensation. For the Services performed under section 1, Company shall pay University Twelve thousand six hundred ninty-two dollars and 44/100 plus any sales or use tax if applicable. 2.1 The compensation shall be paid in the following manner: 50 upon the signing of this Agreement, with the balance payable as follows (check one of the boxes that apply): I: weekly, or or Final 50% due on November 24, 2015 or the completion of the project whichever occurs first. 2.2 Invoices shall be sent to: FORM: OGC-SC102 Form Date: 11.16.10 Revision Date: 11 19 13 Weber Johnson Public Affairs Attn: Greg Johnson 235 East 6th Street, Suite 500 St. Paul, MN 55101 Phone No.: 651-295-0036 Facsimile No.: Email: greg@weberjohnsonpa.com 3. Term. The term of this Agreement shall commence on July 15, 2015 (?Effective Date?) and shall expire on November 24, 2015 unless terminated earlier as provided in section 4. 4. Termination. Either party may terminate this Agreement if the other party fails to perform any material obligation under this Agreement and (ii) does not correct such failure within seven (7) days after having received written notice of such failure. Additionally, either party may terminate this Agreement for its convenience upon thirty (30) days? prior written notice to the other party. Upon any termination under this Section 4, Company shall pay University for all Services rendered and costs incurred up to and including the effective date of termination. 5. DISCLAIMER OF WARRANTIES. UNIVERSITY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING WITHOUT LIMITATION, THE CONDITION, ORIGINALITY OR ACCURACY OF THE SERVICES PERFORMED OR DELIVERABLES PROVIDED UNDER THIS AGREEMENT. UNIVERSITY EXPRESSLY DISCLAIMS WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. 6. LIMITATION OF LIABILITY FOR BREACH OF CONTRACT. IN NO EVENT SHALL EITHER LIABILITY FOR BREACH OF THIS AGREEMENT INCLUDE DAMAGES FOR WORK STOPPAGE, LOST DATA, OR INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFIT), OF ANY KIND. EXCEPT FOR EACH OBLIGATIONS UNDER SECTIONS 8.1 AND 8.2, EACH LIABILITY TO THE OTHER FOR BREACH OF THIS AGREEMENT SHALL NOT EXCEED AN AMOUNT EQUAL TO THE MONETARY CONSIDERATION PAID TO UNIVERSITY UNDER THIS AGREEMENT. 7. Use of University Name or Logo. Company agrees not to use the name, logo, or any other marks (including, but not limited to, colors and music) owned by or associated with University or the name of any representative of University in any sales promotion work or advertising, or in any form of publicity, without the prior written permission of University in each instance. However, Company may use the name of University in a document required to be ?led with, or provided to, any governmental authority or regulatory agency to comply with applicable legal or regulatory requirements. Company agrees to provide University with a copy of any such document. 8. Indemnification. FORM: OGC-SCIOZ Form Date: 11 16.10 Revision Date: 11 19.13 8.1 Except as provided in Section 8.2, each party shall be responsible for its own acts and omissions and the results thereof and shall not be responsible for the acts of the other party and the results thereof. Liability of University is subject to the terms and limitations of the Minnesota Tort Claims Act, Minnesota Statutes Section 3.73 6, as amended. 8.2 In the event of use by Company (or any third party acting on behalf of or under authorization from Company) of the Services or any information, reports, deliverables, materials, products or other results of University?s work under this Agreement or (ii) Company?s infringement of a third party?s intellectual property rights or Company?s violation of any law, rule, or regulation in the provision of any materials to University, then Company shall indemnify, defend, and hold harmless University, its regents, faculty members, students, employees, agents, contractors, and authorized volunteer workers against any and all claims, costs, or liabilities, including attorneys? fees and court costs at both trial and appellate levels, for any loss, damage, injury, or loss of life (other than that attributable to willful, wanton or grossly negligent acts or omissions of University) arising out of such events. The University shall provide Company with prompt written notice of any such claim and reasonably work with Company in any defense of such claim. 8.3 Each party represents that it has and will continue to have at least the following levels of insurance during the term of this Agreement: as to University, Workers? Compensation in statutory compliance with Minnesota law and General Liability insurance in an amount not less than $1,000,000 each each occurrence; and (ii) as to Company, General Liability insurance in an amount not less than $1,000,000 each annual aggregate. Certi?cates of all insurance detailed above shall be furnished to the other party upon request. 9. Export Controls. Company shall notify University in writing if any technological information or data to be provided to University is subject to export controls under US. law or if technological information or data that Company is requesting University to produce during the course of work under this Agreement is expected to be subject to such controls. Company shall notify University of the applicable export controls (for example, Commerce Control List designations, reasons for control, and countries for which an export license is required). University shall have the right to decline export controlled information or tasks requiring production of such information. If the Services cannot reasonably be performed without University access to export controlled information or data, the Agreement may be terminated by either party for convenience in accordance with Section 4, except that such termination shall occur immediately upon written notice to the other instead of at the end of the 30-day period set forth in Section 4. Company shall not release export controlled information or data to University until Company has been noti?ed in writing by University that University has implemented a technology control plan for such information. 10. General Provisions. FORM: occ?sc102 Form Date: 11 16 10 Revision Date: 11 19 13 10.1 Amendment. This Agreement shall be amended only in writing duly executed by all the parties to this Agreement. 10.2 Assignment. The parties may not assign any rights or obligations of this Agreement without the prior written consent of the other party. Any assignment attempted to be made in violation of this Agreement shall be void. 10.3 Entire Agreement. This Agreement (including all documents attached or referenced) is intended by the parties as the ?nal and binding expression of their agreement and as the complete and exclusive statement of its terms. This Agreement cancels, supersedes and revokes all prior negotiations, representations and agreements between the parties, whether oral or written, relating to the subject matter of this Agreement, including without limitation, any non-disclosure agreements. The terms and conditions of any purchase order or similar document submitted by Company in connection with the services provided under this Agreement shall not be binding upon University. 10.4 Force Majeure. No party to this Agreement shall be responsible for any delays or failure to perform any obligation under this Agreement due to acts of God, strikes or other disturbances, including, without limitation, war, insurrection, embargoes, governmental restrictions, acts of governments or governmental authorities, and any other cause beyond the control of such party. During an event of force majeure the parties? duty to perform obligations shall be suspended. 10.5 Governing Law and Jurisdiction. The internal laws of the state of Minnesota shall govern the validity, construction and enforceability of this Agreement, without giving effect to its con?ict of laws principles. All suits, actions, claims and causes of action relating to the construction, validity, performance and enforcement of this Agreement shall be in the courts of Hennepin County, Minnesota. 10.6 Independent Contractor. In the performance of their obligations under this Agreement, the parties shall be independent contractors, and shall have no other legal relationship, including, without limitation, partners, joint ventures, or employees. Each party?s employees shall be regarded as the employees of such party and shall not be regarded as the employees of the other party; (ii) shall be subject to the employment policies and procedures of such party and shall not be subject to the employment practices and procedures of the other party; and shall not be entitled to any employment bene?ts of the other party. Neither party shall have the right or power to bind the other party and any attempt to enter into an agreement in violation of this section 10.6 shall be void. Neither party shall take any actions to bind the other party to an agreement. 10.7. Notices. All notices and other communications that a party is required or elects to deliver shall be in writing and shall be delivered personally or by facsimile or by a recognized courier service or by United States Mail (?rst-class, postage pre-paid, certi?ed return receipt requested) to the other party at the following addresses. Such notices and other communications shall be deemed made when delivered; faxed; submitted to the courier service; or, with respect to US. mail, three days after mailing. FORM: ooc-sc102 Form Date: 11 1610 Revision Date: 11 19 13 If to University: BBER With a copy to: With a copy to: FORM: OGC-SC 102 Form Date: 11.16.10 Revision Date: 11 19.13 University of Minnesota Labovitz School of Business and Economics, Attn: Monica Haynes 11 E. Superior St., Suite 210 Duluth, MN 55802 Phone No.: 218-726-7895 Facsimile No.: 218-726-6338 E-mail: mrhaynes@d.umn.edu University of Minnesota Of?ce of the General Counsel Attn: Transactional Law Services Group 360 McNamara Alumni Center 200 Oak Street SE. Minneapolis, MN 55455-2006 Facsimile No.: (612) 626-9624 E?mail: contracts@mail.ogc.umn.edu University of Minnesota Of?ce of External Sales 295 West Bank Of?ce Building 1300 South 2nd Street Minneapolis, MN 55454 Facsimile No.: (6l2) 624-4149 Email: extsales@umn.edu If to Company: Weber Johnson Public Affairs Attn: Greg Johnson 235 East 6th Street, Suite 500 St. Paul MN 55101 Phone No.: 651-295-0036 Facsimile No.: E-mail: greg@weberjohnsonpa.com 10.8 Taxes and similar fees. In addition to the payment obligation in section 2, Company is responsible for the payment of any and all income, sales, use, consumption, value added, excise, custom duties or other taxes and similar fees in connection with this Agreement, levied or required to be withheld from payment(s) to University by any taxing authority or any other body having jurisdiction under any present or future laws. To the extent that Company is required to withhold or deduct taxes or similar fees on any payment to be made to University, then the amount payable shall be increased by the amount that will result in University receiving a net payment in the amount it would have received absent such withholding or deduction. If University is required to pay any of such fees and/or taxes or any related penalties or interest, then any such payments shall be reimbursed to University by Company. 10.9. Breach; Attomeys? Fees. In the event it fails to perform any of its obligations under this Agreement, Company shall reimburse University for all University?s costs and expenses (including reasonable attorneys? fees, court costs, and costs of investigation) to enforce this Agreement, regardless of whether a suit or action had been commenced or concluded. 10.10. Survival. Upon termination or expiration of this Agreement, Sections shall survive. IN WITNESS WHEREOF, the parties have entered into the Agreement as of the dates indicated below. Each individual signing below represents that they have the authority to bind the party on whose behalf they are signing. Regents of the University of Minnesota Weber Johnson tic Affairs By KW MW 51 Name: Amy B. Highpoito, Ph. D. Name: ?ag Joh?so/ Title: DEAN Title: I Date: Date: 201/! g" FORM: OGC-SCIUZ Form Date: 11.1610 Revision Date: 1 119.13