2022-87CITY OF CHANHASSEN
CARVER AND HENNEPIN COUNTIES, MINNESOTA
DATE: November 28, 2022 RESOLUTION NO:
MOTION BY: McDonald SECONDED BY:
2022-87
Rehm
A RESOLUTION AWARDING A CONSULTANT AGREEMENT FOR GEOTECHNICAL
EXPLORATION SERVICES FOR THE 2023 STREET IMPROVEMENT PROJECT
WHEREAS, pursuant to a request for proposals for the work, two proposals were received and
evaluated that complied with the request for proposal:
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\ i \\..., American Engineering and Testing
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$329749
[Braun Intertec
1 $41,875
WHEREAS, it was evaluated by Staff that American Engineering and Testing had the lowest
responsible quote and best met the scope of the request for proposals. A consultant contract amount of
$36,000.00 is recommended to be awarded to allow for minor revisions to unit price quantities to
facilitate not needing to approve a contract revision.
NOW THEREFORE, BE IT RESOLVED by the Chanhassen City Council:
The Mayor and City Clerk are hereby authorized and directed to enter into a consulting
agreement with American Engineering and Testing in the name of the City of Chanhassen for the
geotechnical investigation services for the 2023 Street Improvement Project according to the proposal
submitted.
PASSED AND ADOPTED by the Chanhassen City Council this 28�' day of November, 2022.
ATTEST:
lim Me ' sen, City Jerk Elise Ryan, Mayor
YES NO ABSENT
Ryan
McDonald
Campion
Rehm
Schubert
PROFESSIONAL SERVICES AGREEMENT
AGREEMENT made this 28th day of November, 2022, by and between the CITY OF
CHANHASSEN, a Minnesota municipal corporation ("City") and American Engineering Testing
(AET) ("Consultant").
IN CONSIDERATION OF THEIR MUTUAL COVENANTS, THE PARTIES
AGREE AS FOLLOWS:
1. SCOPE OF SERVICES, The City retains Consultant for geotechnical investigation
and engineering services.
2. CONTRACT DOCUMENTS. The following documents shall be referred to as the
"Contract Documents," all of which shall be taken together as a whole as the contract between the
parties as if they were set verbatim and in full herein:
A. This Professional Services Agreement;
B. Request for quote — 2023 City Pavement Rehab Project (#23-01) & 2023 Mill
& Overlay Project (#23-04) dated November 2, 2022;
C. Insurance Certificate;
D. Consultant's November 17, 2022 proposal for Geotechnical and Pavement
Exploration ("Proposal").
In the event of conflict among the provisions of the Contract Documents, the order in which they are
listed above shall control in resolving any such conflicts, with Contract Document "A" having the
first priority and Contract Document "D" having the last priority.
3. COMPENSATION. Consultant shall be paid by the City for the services described
in the Proposal a not to exceed fee of Thirty -Two Thousand Seven Hundred Forty Nine Dollars
($32,749.00) inclusive of expenses. Services performed directly by Consultant shall be paid at an
hourly rate in accordance with the Proposal, subject to the not to exceed fee. The not to exceed fees
and expenses shall not be adjusted if the estimated hours to perform a task, the number of required
meetings, or any other estimate or assumption is exceeded. Consultant shall bill the City as the
work progresses. Payment shall be made by the City within thirty-five (35) days of receipt of an
invoice.
4. DOCUMENT OWNERSHIP. All reports, plans, models, diagrams, analyses, and
information generated in connection with performance of this Agreement shall be the property of
the City. The City may use the information for its purposes.
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5. CHANGE ORDERS. All change orders, regardless of amount, must be approved
in advance and in writing by the City. No payment will be due or made for work done in advance
of such approval.
6. COMPLIANCE WITH LAWS AND REGULATIONS. In providing services
hereunder, Consultant shall abide by all statutes, ordinances, rules and regulations pertaining to the
provisions of services to be provided.
7. STANDARD OF CARE. Consultant shall exercise the same degree of care, skill,
and diligence in the performance of the services as is ordinarily possessed and exercised by a
professional consultant under similar circumstances. No other warranty, expressed or implied, is
included in this Agreement. City shall not be responsible for discovering deficiencies in the
accuracy of Consultant's services.
8. INDEMNIFICATION. Consultant shall indemnify and hold harmless the City, its
officers employees, a ents, and of and from any and all claims, demands, actions, causes of action,
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including costs and attorney's fees, arising out of or by reason of the execution or performance of the
services provided for herein and further agrees to defend at its sole cost and expense any action or
proceeding commenced for the purpose of asserting any claim of whatsoever character arising
hereunder.
9. INSURANCE. Consultant shall secure and maintain such insurance as will protect
Consultant from claims under the Worker's Compensation Acts, automobile liability, and from claims
for bodily injury, death, or property damage which may arise from the performance of services under
this Agreement. Such insurance shall be written for amounts not less than:
Commercial General Liability $2,000,000 each occurrence/aggregate
Automobile Liability $2,000,000 combined single limit
Professional Liability $2,000,000 each occurrence/aggregate
The City shall be named as an additional insured on the general liability policy on a primary and non-
contributory basis. Before commencing work, the Consultant shall provide the City a certificate of
insurance evidencing the required insurance coverage in a form acceptable to City.
10, INDEPENDENT CONTRACTOR. The City hereby retains Consultant as an
independent contractor upon the terms and conditions set forth in this Agreement. Consultant is not
an employee of the City and is free to contract with other entities as provided herein. Consultant shall
be responsible for selecting the means and methods of performing the work. Consultant shall furnish
any and all supplies, equipment, and incidentals necessary for Consultant's performance under this
Agreement. City and Consultant agree that Consultant shall not at any time or in any manner represent
that Consultant or any of Consultant's agents or employees are in any manner agents or employees of
the City. Consultant shall be exclusively responsible under this Agreement for Consultant's own
FICA payments, workers compensation payments, unemployment compensation payments,
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withholding amounts, and/or self-employment taxes if any such payments, amounts, or taxes are
required to be paid by law or regulation.
11. SUBCONTRACTORS. Consultant shall not enter into subcontracts for services
provided under this Agreement without the express written consent of the City. Consultant shall
comply with Minnesota Statutes § 471.425. Consultant must pay subcontractors for all undisputed
services provided by subcontractors within ten (10) days of Consultant's receipt of payment from
City. Consultant must pay interest of one and five -tenths percent (1.5%) per month or any part of
a month to subcontractors on any undisputed amount not paid on time to subcontractors. The
minimum monthly interest penalty payment for an unpaid balance of One Hundred Dollars
($100.00) or more is Ten Dollars ($10.00).
12. CONTROLLING LAW/VENUE. This Agreement shall be governed by and
construed in accordance with the laws of the State of Minnesota. In the event of litigation, the
exclusive venue shall be in the District Court of the State of Minnesota for Carver County
Minnesota.
13., MINNESOTA GOVERNMENT DATA PRACTICES ACT. Consultant must
comply with the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13, as it
applies to (1) all data provided by the City pursuant to this Agreement, and (2) all data, created,
collected, received, stored, used, maintained, or disseminated by Consultant pursuant to this
Agreement. Consultant is subject to all the provisions of the Minnesota Government Data Practices
Act, including but not limited to the civil remedies of Minnesota Statutes Section 13.08, as if it were
a government entity. In the event Consultant receives a request to release data, Consultant must
immediately notify City. City will give Consultant instructions concerning the release of the data to
the requesting party before the data is released. Consultant agrees to defend, indemnify, and hold
City, its officials, officers, agents, employees, and volunteers harmless from any claims resulting from
Consultant's officers', agents', city' s, partners', employees', volunteers', assignees' or
subcontractors' unlawful disclosure and/or use of protected data. The terms of this paragraph shall
survive the cancellation or termination of this Agreement.
14, COPYRIGHT. Consultant shall defend actions or claims charging infringement
of any copyright or software license by reason of the use or adoption of any software, designs,
drawings or specifications supplied by it, and it shall hold harmless the City from loss or damage
resulting therefrom.
15. PATENTED DEVICES, MATERIALS AND PROCESSES. If the Contract
requires, or the Consultant desires, the use of any design, devise, material or process covered by
letters, patent or copyright, trademark or trade name, the Consultant shall provide for such use by
suitable legal agreement with the patentee or owner and a copy of said agreement shall be filed
with the City. If no such agreement is made or filed as noted, the Consultant shall indemnify and
hold harmless the City from any and all claims for infringement by reason of the use of any such
patented designed, device, material or process, or any trademark or trade name or copyright in
connection with the services agreed to be performed under the Contract, and shall indemnify and
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defend the City for any costs, liability, expenses and attorney's fees that result from any such
infringement.
16. RECORDS. Consultant shall maintain complete and accurate records of hours
worked and expenses involved in the performance of services.
17. ASSIGNMENT. Neither party shall assign this Agreement, or any interest arising
herein, without the written consent of the other party.
18. WAIVER. Any waiver by either party of a breach of any provisions of this
Agreement shall not affect, in any respect, the validity of the remainder of this Agreement.
19. ENTIRE AGREEMENT. The entire agreement of the parties is contained herein.
This Agreement 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 Agreement shall be valid only when expressed in writing and duly signed by the
parties, unless otherwise provided herein.
20. TERMINATION. This Agreement may be terminated by the City for any reason
or for convenience upon written notice to the Consultant. In the event of termination, the City shall
be obligated to the Consultant for payment of amounts due and owing including payment for
services performed or furnished to the date and time of termination.
Dated: LM52022. CITY OF CHANHASSEN
BY: Fiv 9140'�D
Elise Ryan, Mayor
Laurie Hokkanen, City Manager
Dated: , 2022.
BY:
Its
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