2022-15CITY OF CHANHASSEN
CARVER AND HENNEPIN COUNTIES, MINNESOTA
DATE: February 14, 2022 RESOLUTION NO: 2022-15
MOTION BY: Campion SECONDED BY: Rehm
A RESOLUTION AUTHORIZING APPROVAL OF TURNBACK ACCEPTANCE
AGREEMENT WITH THE COUNTY OF CARVER FOR COUNTY HIGHWAY NO. 117
WITHIN THE CORPORATE LIMITS OF THE CITY OF CHANHASSEN
WHEREAS, the County Board of the County of Carver intends to adopt a resolution (copy
attached), to revoke the designation and turnback of County Highway No. 117 within the
corporate limits of the City of Chanhassen, as follows:
County Highway No. 117, beginning in Section 15, Township 116 North, Range 23 West
at the intersection of Trunk Highway 5 (Arboretum Boulevard) and Galpin Boulevard at a
point approximately 700 feet easterly of the northwest corner of said Section 15; thence
continuing northerly along Galpin Boulevard through Sections 10 and 3, Township 116
North, Range 23 West, to the Hennepin County border at point approximately 200 feet east
of the northwest corner of the Northeast Quarter of said Section 3, and there terminating, is
hereby revoked and turned back to said city for use as a city street.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of
Chanhassen that said revocation and turnback is in all things approved, and
BE IT FURTHER RESOLVED that the City Council of the City of Chanhassen enter
into Carver County Agreement No. 21-452 with Carver County and that the City Mayor and City
Manager are authorized to execute the Agreement and any amendments to the Agreement.
PASSED AND ADOPTED BY the Chanhassen City Council this 14th day of February, 2022.
ATTEST:
Kim Meuwissen, City Clerk Elise Ryan, Mayor
YES NO ABSENT
Ryan
McDonald
Campion
Rehm
Schubert
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CARVER COUNTY
COUNTY HIGHWAY
JURISDICTIONAL REVERSION
("TURNBACK") AGREEMENT
County Highway Number: 117
Purpose: County release of County Highway No. 117 to the City of Chanhassen lying
northerly of Trunk Highway No. 5 to the Hennepin County border.
This Agreement is between the County of Carver, acting through its County Board of
Commissioners ("County") and the City of Chanhassen, a political subdivision of the State of
Minnesota acting through its City Council ("Political Subdivision").
RECITALS
1. Minnesota Statutes §375 authorizes Minnesota counties to enter into agreements with other
governmental authorities; and
2. The Political Subdivision is a Road Authority as defined in Minnesota Statutes §160.02 (subd.
25); and
3. County has determined that a portion of County Highway No. 117 lying northerly of Trunk
Highway No. 5 to the Hennepin County border in the City of Chanhassen ("Roadway
Segment") is no longer needed for county highway purposes; and
4. County has determined that the Roadway Segment will revert to another road authority in
accordance with Minnesota Statutes §162.02 and §163.11 and County has further determined
that the Political Subdivision is the proper road authority; and.
5. The parties have entered into this Agreement to provide for the orderly reversion of the
Roadway Segment to the jurisdiction of the Political Subdivision.
AGREEMENT
1. Effective Date; Survival of Terms
This Agreement will be effective on the date last signed below by the parties. This Agreement
will remain in effect until County has served a Notice of Release and made payments (if any)
as required by this Agreement. All clauses which impose obligations continuing in their nature
and which must survive in order to give effect to their meaning will survive the expiration of
the Agreement.
2. Identification of County Highway Segment; Right-of-Way Determination
The Roadway Segment covered by this Agreement is described as County Highway No.117,
lying northerly of Trunk Highway No. 5 to the Hennepin County border as depicted on the
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attached exhibit. County will determine the final right-of-way limits prior to transfer of title to
the Political Subdivision.
3. Notice of Release; Conveyance Documents
3.1. Notice of Release. County will deliver a "Notice of Release" to the Political Subdivision,
releasing the Roadway Segment from County’s jurisdiction. Upon receipt of such notice,
the Political Subdivision will become the Road Authority with jurisdiction over the
Roadway Segment and will assume all responsibility for the operation, maintenance, and
reconstruction of the Roadway Segment and of all structures and facilities that are a part
of the Roadway Segment, except for the maintenance as specified in Article 5.2.
3.2. Conveyance Documents. Subsequent to issuing the Notice of Release, County will
prepare and execute necessary and appropriate documents conveying County’s interest
in the Roadway Segment to the Political Subdivision.
4. Delivery of Records
Following delivery of the Notice of Release, County will provide the Political Subdivision
with available records concerning the Roadway Segment. Such records must be in County’s
possession, and will be released only if such release is lawful under the provisions of the
Minnesota Government Data Practices Act. Such records may include the following:
a) A list of active maintenance agreements, including signal and routine maintenance
agreements with other governmental agencies that will be cancelled, and a list of
agreements with utility companies that will be cancelled;
b) Records concerning utility permits, drainage permits, driveway and other access
permits, advertising and sign permits, and other limited-use permits;
c) Construction plans and records, as-built construction plans (if available);
d) Bridge inspection reports and ratings;
e) Aerial photos and other photo and video files, in either hard copy or digital form;
f) Right-of-way maps and parcel files;
g) Inventory Data;
h) Pavement condition ratings;
i) Traffic signal files including timing sequence information and repair history;
j) Accident reports and statistics;
k) Most current traffic counts;
l) Alignment ties, horizontal and vertical control monuments and related data;
m) Partially or fully completed plans for construction projects;
n) Road opening and right-of-way documentation;
o) Speed studies;
5. Maintenance
5.1. Prior to Release. Prior to the Political Subdivision’s receipt of the Notice of Release,
maintenance of the Roadway Segment will continue to be provided by County, or by the
party performing such maintenance under an existing agreement with County. If
maintenance is being provided by the Political Subdivision under an agreement with
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County, the Political Subdivision will receive a prorated payment for maintenance
performed up to the date of receipt of the Notice of Release.
5.2. Upon Release. Upon receipt of the Notice of Release, the Political Subdivision will
become the roadway authority responsible for maintenance of the Roadway Segment,
except that County will perform snow and ice removal of the Roadway Segment in
accordance with the County’s adopted Snow and Ice Policy beginning at the Notice of
Release through May 1, 2023, at no cost to the Political Subdivision. The Political
Subdivision will thereafter be responsible for performing and paying for all maintenance
and reconstruction of the Roadway Segment, including all structures and facilities that
constitute a part of such roadway, except that County will reimburse the Political
Subdivision for actual snow and ice removal costs performed to adopted standards of the
Political Subdivision for the Roadway Segment incurred between May 1, 2023 and May
1, 2024 if the new pavement, pavement markings, traffic signage and safety features of
construction project necessary for safe operation is not substantially complete by
November 15, 2023.
6. Responsibility for Claims
Notwithstanding anything in Section 8 to the contrary, County will remain responsible, to the
extent authorized by Minnesota Statutes §466 and other applicable law, for claims related to
construction, maintenance, and operation of the Roadway Segment during the period when it
was a county highway, even if such claims are filed after the Political Subdivision receives the
Notice of Release. The Political Subdivision will be responsible for claims arising out of its
own construction, maintenance, or operation of the Roadway Segment after it received the
Notice of Release.
7. Turnback Funds
7.1 No Turnback Funds Applied. After serving the Notice of Release, County and Political
Subdivision will perform a construction project to bring the Roadway Segment up to a
satisfactory condition and agreed upon improvements. Therefore, no turnback funds will
be available to the Political Subdivision for the Roadway Segment, as agreed upon in a
joint powers agreement, County Contract No. 21-451.
7.2 Eligibility – Construction and Related Costs. The expenses that are eligible for funding
from the County for work related to the Roadway Segment are authorized in a separate
joint powers agreement, County Contract No. 21-451.
7.3 Payment Schedule – Construction and Related Costs. Funds from the County will be
available for eligible costs, as specified in Article 7.2, in calendar years 2022, 2023 and
2024. County has allocated County Transportation Sales Tax funding to the County’s 5-
year capital improvement program for this construction project. The availability of these
funds is contingent on County Board of Commissioners approval and appropriation in
each County budget year.
7.4 County’s Maximum Obligation. County’s maximum obligation, beyond the eligible
costs as specified in Article 7.2, under this Agreement is $10,000.00 for maintenance as
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specified in Article 5.2. This obligation may be increased only by amending this
Agreement.
8. Release of Claims; Covenant not to Sue
By accepting the payment provided for in this Agreement, the Political Subdivision releases
County from any and all claims related to the condition of the Roadway Segment, regardless
of whether such claims result from surface or sub-surface conditions, and regardless of whether
such conditions were known or unknown at the time of reversion. In consideration of the
turnback payment provided by County, the Political Subdivision covenants not to sue County
or official with respect to County’s decision to make the reversion or for any claim arising out
of the condition of the Roadway Segment.
9. General Provisions
9.1. Venue. Venue for all legal proceedings out of this Agreement, or its breach, must be in
the appropriate state or federal court with competent jurisdiction in Carver County,
Minnesota.
9.2. Termination. This Agreement may be terminated only by mutual written agreement of
the parties.
9.3. Suspension. County may suspend its payment obligations under this Agreement in the
event of a total or partial government shutdown. The period of suspension will end when
County is legally authorized to resume such payments.
9.4. Severability. If any provision of this Agreement is found to be invalid or unenforceable,
such provision will not affect the validity or enforceability of any other provision of this
Agreement, which will remain in force and effect.
9.5. Merger. This Agreement contains all prior negotiations and agreements between County
and the Political Subdivision. No other understanding regarding this Agreement, whether
written or oral, may be used to bind either party.
9.6. Amendments. Any amendment to this Agreement must be in writing and will not be
effective until it has been executed and approved by the same parties who executed and
approved this Agreement, or their successors in office.
9.7. Government Data. This Agreement, and any data exchanged by the parties pursuant to
this Agreement, will be "government data" and subject to the requirements of the
Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13.
9.8. State Audits. The books, records, documents, and accounting practices and procedures
of the Political Subdivision relevant to this Agreement are subject to examination by
County and the State Auditor or Legislative Auditor, as appropriate, for a minimum of
six years.
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10. Additional Provisions
None.
THE BALANCE OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK
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IN TESTIMONY WHEREOF, The parties hereto have caused these presents to be executed.
City of Chanhassen, Minnesota
Mayor
Date:
Attest:
City Manager
Date:
Approved As To Form:
City Attorney
Date:
County of Carver, Minnesota
County Board Chair
Date:
Attest:
County Administrator
Date:
Approved As To Form:
County Attorney
Date:
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2/15/2022
2/15/2022
2/15/20222/15/2022
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Project Location Map
This map w as created using a compilation of information and data from various City, County, State, and Federal offices. It is not a surveyed or legally recorded map and is intended to be used as a reference. Carver County is not responsible for any inaccuracies contained herein.1 inch = 2,000 feet
Public Works D ivision11360 H wy 212, Suite 1Cologne, MN 55322(952) 466-5200Created: 9/23/2021
Project Location
Beginning of Project
End of Project
Exhibit A
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JOINT POWERS AGREEMENT FOR CONSTRUCTION ON
COUNTY HIGHWAY 117
THIS AGREEMENT FOR CONSTRUCTION ON COUNTY HIGHWAY 117,
("Agreement") shall be in effect from the date of execution and shall continue until the completion of
the Project, by and between the City of Chanhassen (“City”), and the County of Carver ("County")
(each sometimes hereinafter called "Party" and both sometimes collectively "Parties") the Parties
being governmental and political subdivisions of the State of Minnesota.
WITNESSETH:
WHEREAS, each of the Parties has the authority to construct, maintain, repair, and improve
public streets within their respective jurisdictions; and
WHEREAS, County Highway 117 (CH 117) is a duly dedicated public street, located within
the corporate limits of City; and
WHEREAS, the Parties desire to undertake a joint project involving grading, aggregate base,
pavement surfacing, curb & gutter, sidewalk, storm sewer, stormwater management, lighting,
landscaping and other incidentals, and to share the costs of such improvement as herein provided; and
WHEREAS, the authority of the Parties to enter into this Agreement is provided by
Minnesota Statutes, Section 471.59.
NOW, THEREFORE, in consideration of the mutual promises and covenants of each to the
other contained in this Agreement and other good and valuable consideration, receipt of which is
hereby acknowledged, the Parties hereto do covenant and agree as follows:
ARTICLE I
THE AGREEMENT
Section 1.01. Purposes. The purpose of this Agreement is to define the rights and obligations
of the City and the County with respect to the Project and the sharing of the duties and costs of the
Project.
Section 1.02. Cooperation. The City and the County shall cooperate and use their reasonably
best efforts to ensure an expeditious implementation of the various provisions of this Agreement. The
Parties agree in good faith to undertake resolution of disputes, if any, in an equitable and timely
manner. The Project will be open to inspection of duly authorized representatives of the Parties at
any time during normal business hours and as often as reasonably deem ed necessary.
Section 1.03. Relationship To Other Contracts. The City and the County acknowledge
that Contract Documents will be entered into by the City on behalf of the Parties with respect to the
Project, and that Change Orders or other documents may be entered into by the City on behalf of the
Parties, with respect to the Project. This Agreement shall be construed so as to give the fullest effect
to its provisions, consistent with the provisions of the other contracts and documents referred to above.
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Section 1.04. Term. The term of this Agreement shall be for a period commencing on the
date hereof and terminating on the date the Project is completed, accepted by the Parties and all
amounts owed by one Party to the other have been paid in full.
Section 1.05. Recitals. The above recitals are true and correct as of the date hereof and
constitute a part of this Agreement.
Section 1.06 Enabling Authority. Minnesota Statutes, Section 471.59, authorizes two
or more governmental units to jointly exercise any power common to the contracting Parties.
ARTICLE II
DEFINITIONS
Section 2.01. Definitions. In this Agreement the following terms shall have the following
meanings unless the context requires otherwise:
(a) Agreement: this Agreement, as it may be amended, supplemented, or restated from
time to time.
(b) Change Order: a written order, change order or supplemental agreement to the
Contractor approved in writing, which may be electronic, by both Parties hereto and
signed by the City Representative on behalf of the Parties authorizing a change in the
work included within the Contract Documents and/or an adjustment in the price and/or
an adjustment in the construction schedule, issued after execution of the contract for
the construction of the Project.
(c) City: the City of Chanhassen.
(d) City Representative: Charles Howley, P.E., LEED AP, City of Chanhassen Public
Works Director / City Engineer.
(e) City/County Costs: the direct and indirect costs of City and County employees
performing services on behalf of the Project, and other incidentals.
(f) Design Phase Professional Services Costs: the fees and costs for all professional
services performed in design phase activities for the Project.
(g) Construction Phase Professional Services Costs: the fees and costs for all
professional services performed in construction phase activities for the Project.
(h) Contract Documents: drawings; Engineers Estimate; specifications; general and
special conditions; addenda, if any; Change Orders; and the construction contract for
the Project; approved by the Parties, or their respective representatives.
(i) Contractor: the person or entity that is awarded the contract for the construction of
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the Project.
(j) County: Carver County.
(k) County Representative: Lyndon Robjent, P.E., Carver County Engineer.
(l) Engineers Estimate: the professional engineer’s opinion of probable cost prior to
the bidding of the Project, which encompasses all projected costs tabulated for each
Party.
(m) Project: All work required to program, implement and construct all of the
improvements to CH 117 within the Project Location including grading, aggregate
base, bituminous pavement surfacing, curb & gutter, sidewalk, trails, storm sewer,
stormwater management, lighting, landscaping, watermain, sanitary sewer, and other
incidentals.
(n) Project Costs: all costs for and associated with the programing, implementation and
construction of the Project, excluding Design Phase Professional Services Costs,
Construction Phase Professional Services Costs, and City/County Costs.
(o) Project Location: CH 117 from Trunk Highway 5 to the Hennepin County Border,
as generally depicted in Exhibit A.
(p) Uncontrollable Circumstances: the occurrence or non-occurrence of acts or events
beyond the reasonable control of the Party relying thereon, and not the result of willful
or negligent action or inaction of the Party claiming the event as an Uncontrollable
Circumstance, that materially adversely affects the performance of the Party claiming
the event as an Uncontrollable Circumstance including but not limited to the
following:
(1) Acts of God, including, but not limited to floods, ice storms, blizzards,
tornadoes, landslides, lighting and earthquakes (but not including reasonably
anticipated weather conditions for the geographic area), riots insurrections,
war or civil disorder affecting the performance of work, blockades, power or
other utility failure, and fires or explosions.
(2) The adoption of or change in any federal, state, or local laws, rules,
regulations, ordinances, permits, or licenses, or changes in the interpretation
of such laws, rules, regulations, ordinances, permits, or licenses by a court or
public agency having appropriate jurisdiction after the date of the execution
of this Agreement.
(3) A suspension, termination, interruption, denial, or failure of renewal of any
permit, license, consent, authorization, or approval essential to the
construction of the Project.
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(4) Orders and/or judgment of any federal, state, or local court, administrative
agency, or governmental body, provided, however, that the contesting in good
faith by such Party of any such order and/or judgment shall not constitute or
be construed to constitute a willful or negligent action or inaction of such
Party.
(5) Strikes or other such labor disputes shall not be considered an Uncontrollable
Circumstance, unless such strike or labor dispute involves persons with whom
the Parties have no employment relationship and the Parties, or either of them,
cannot, using best efforts, obtain substitute performance.
ARTICLE III
ALLOCATION OF DUTIES
Section 3.01. Design Phase Activities. Design phase activities, including, but not limited
to, field surveys, right of way plats, design, engineering, cost estimating, right of way acquisition,
public engagement, and other matters, shall be completed by the Parties as follows:
See attached Exhibit B.
Section 3.02. Construction Phase Activities. Construction phase activities, including, but
not limited to, the bid process, preparation of contract documents, awarding of contract, construction
inspection and surveying and other matters, shall be completed by the Parties as follows:
See attached Exhibit B.
Section 3.03. Contract Award. The Contract Documents shall be approved in writing,
which may be electronic, by the Parties prior to the solicitation of bids. In accordance with the
applicable provisions of Minnesota Statutes, City will cause bids to be received by it for the
construction of the Project and, subject to approval by the County if the low responsible bidder is
more than the Engineers Estimate, shall award the contract for the construction of the Project to the
lowest responsible bidder.
Section 3.04. Project Construction. Subject to Uncontrollable Circumstances, the Parties
shall cause the Project to be constructed in accordance with the Contract Documents. The County
shall have the right to review and approve of any proposed changes to the plans and specifications as
they relate to County’s cost participation prior to the work being performed.
Section 3.05. Maintenance Upon Project Completion and Final Acceptance. Highway
maintenance shall be completed by the Parties, upon project completion and final acceptance of the
Project, as follows:
The City will perform all maintenance responsibilities on all current streets under the City jurisdiction
and will perform maintenance responsibilities on Galpin Boulevard north of Trunk Highway 5
(current County Highway 117) upon release by the County to the City in accordance with a separate
turnback agreement between the Parties.
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ARTICLE IV
PROJECT COST SHARING
Section 4.01. Allocation.
(a) The Project Costs for all items shall be divided between the City and County as follows:
See attached Exhibit C.
(b) The Design Phase Professional Services Costs for all items shall be divided between the
Parties as follows:
See attached Exhibit C.
(c) The Construction Phase Professional Services Costs for all items shall be divided between
the Parties as follows:
See attached Exhibit C.
(d) All other costs including, but not limited to City/County Costs, shall be allocated between
the Parties as follows:
See attached Exhibit C.
Section 4.02. Payments to Contractor. The City shall make partial progress payments to
the Contractor and, upon approval of both Parties hereto, the final payment to the Contractor in
accordance with the Contract Documents. The designated County Representative shall have the right
to approve of any Change Orders prepared by the City that affect the County’s share of the
construction cost.
The County further agrees that it will participate in the settlement of any claim from the City's
contractor for the Project that involve delays attributable to unreasonable delays in approval by the
County for plan or specification changes deemed necessary by the City Engineer or staff. The amount
of the County’s participation in any such claim shall be commensurate with the percentage of delay
directly attributable to County’s actions.
Section 4.03. Adjustments and Reconciliation. To the extent that the actual value of any
item included in an invoice cannot be accurately determined at the time of submission of the invoice,
such item shall be invoiced on an estimated basis and an adjustment shall be made to reflect the
difference between such estimated amount and the actual amount of such item on the next invoice
after determination of the actual amount.
Prior to final acceptance of the Project, the designated City representative shall provide County with
a reconciliation of all costs for the Project and the respective contributions of the Parties for the review
and approval of the Parties.
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Section 4.04. Exclusive Responsibility. All aspects of application for State of Minnesota
for State and Federal Funds and the grant thereof by the State, are the exclusive responsibility of the
City, including but not limited to the investment, expenditure, and allocation of such funds. It is
specifically agreed that any interest on the investment of any such funds is the sole property of the
City, to use as the City shall see fit.
Section 4.05. Payment to City. The County agrees to reimburse the City for costs incurred,
pursuant to Section 4.01. Unless previously deposited as provided herein, the County is responsible
to pay these monies to the City within thirty (30) days of being invoiced for costs incurred or services
performed. Costs will be invoiced at the completion of each Project phase and upon final acceptance
of the Project by the Parties, unless an alternate schedule is mutually agreed upon in writing by the
authorized representatives of the Parties.
At the start of the Design Phase and Construction of the Project, City shall invoice the County to
deposit with the City ninety five (95) percent of the estimated County’s share in the Design Phase
Professional Services Costs and Construction Phase Professional Services Costs.
After an award by City to the successful bidder on the Project, City shall invoice the County to deposit
with the City ninety five (95) percent of the estimated County’s share in the Project Costs.
Section 4.06. Payment to County. The City agrees to reimburse the County for costs
incurred, pursuant to Section 4.01. The City is responsible to pay these monies to the County within
thirty (30) days of being invoiced for costs incurred or services performed. Costs will be invoiced at
the completion of each Project phase and upon final acceptance of the Project by the Parties, unless
an alternate schedule is mutually agreed upon in writing by the authorized representatives of the
Parties.
ARTICLE V
GENERAL PROVISIONS
Section 5.01. Notices. All notices or communications required or permitted pursuant to this
Agreement shall be either hand delivered or mailed to City and County, certified mail, return-receipt
requested, at the following address:
City: Charles Howley, PE, LEED AP
Public Works Director / City Engineer
City of Chanhassen
7700 Market Boulevard
P.O. Box 147
Chanhassen, MN 55317
County: Lyndon Robjent, PE
County Engineer
Carver County Public Works
11360 Hwy 212 West, Suite 1
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Cologne, MN 55322
Either Party may change its address or authorized representative by written notice delivered to the
other Party pursuant to this Section 5.01.
Section 5.02. Counterparts. This Agreement may be executed in more than one counterpart,
each of which shall be deemed to be an original but all of which taken together shall be deemed a
single instrument.
Section 5.03. Survival of Terms, Representations and Warranties. The representations,
warranties, covenants, and agreements of the Parties under this Agreement, and the remedies of either
Party for the breach of such representations, warranties, covenants, and agreements by the other Party
shall survive the execution and termination of this Agreement. The terms of Sections 3.05, 5.14,
5.15, 5.16 and 5.17 shall survive the expiration, termination or withdrawal from this Agreement.
Section 5.04. Non-Assignability. Neither the City nor the County shall assign any interest
in this Agreement nor shall transfer any interest in the same, whether by subcontract, assignment or
novation, without the prior written consent of the other Party. Such consent shall not be unreasonably
withheld.
Section 5.05. Alteration. It is understood and agreed that the entire Agreement between
the Parties is contained herein and that this Agreement supersedes all oral agreements and
negotiations between the Parties relating to the subject matter hereof. All items referred to in this
Agreement are incorporated or attached and are deemed to be part of this Agreement. Any
alteration, variation, modification or waiver of the provisions of the Agreement shall be valid only
after it has been reduced to writing and duly signed by all Parties.
Section 5.06. Waiver. The waiver of any of the rights and/or remedies arising under the
terms of this Agreement on any one occasion by any Party hereto shall not constitute a waiver or any
rights and/or remedies in respect to any subsequent breach or default of the terms of this Agreement.
The rights and remedies provided or referred to under the terms of this Agreement are cumulative and
not mutually exclusive.
Section 5.07. Severability. The provisions of this Agreement are severable. If any
paragraph, section, subdivision, sentence, clause or phrase of this Agreement is for any reason held
to be contrary to law, or contrary to any rule or regulation having the force and effect of law, such
decision shall not affect the remaining portions of this Agreement.
Section 5.08. Interpretation According to Minnesota Law. The Laws of the State of
Minnesota shall apply to this Agreement.
Section 5.09. Final Payment. Before final payment is made to the Contractor, the Contractor
shall provide a certificate of compliance from the Commissioner of Revenue certifying that the
Contractor and any out-of-state subcontractors have complied with the provisions of Minnesota
Statutes, Section 290.92.
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Section 5.10. Headings. The headings to the various sections of this Agreement are inserted
only for convenience of reference and are not intended, nor shall they be construed, to modify, define,
limit, or expand the intent of the Parties as expressed in this Agreement.
Section 5.11. Further Actions. The Parties agree to execute such further documents and
take such further actions as may reasonably be required or expedient to carry out the provisions and
intentions of this Agreement, or any agreement or document relating hereto or entered into in
connection herewith.
Section 5.12. Parties in Interest. This Agreement shall be binding upon and inure solely to
the benefit of the Parties hereto and their permitted assigns, and nothing in this Agreement, express
or implied, is intended to confer upon any other person any rights or remedies of any nature under or
by reason of this Agreement.
Section 5.13. Employees. It is further agreed that any and all full-time employees of
County and all other employees of said County engaged in the performance of any work or services
required or provided for herein to be performed by the County shall be considered employees of
County only and not of City and that any and all claims that may or might arise under Workman’s
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 act or omission on the part
of County employees while so engaged on any of the work or services provided to be rendered
herein shall be the sole obligation and responsibility of County.
It is further agreed that any and all full-time employees of City and all other employees of said City
engaged in the performance of any work or services required or provided for herein to be performed
by City shall be considered employees of City only and not of County and that any and all claims
that may or might arise under Workman’s 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 act or omission on the part of said City employees which so engaged on any
of the work or services to be rendered herein shall be the sole obligation and responsibility of City.
Section 5.14. Indemnification. The Parties’ total liability under this Agreement shall be
governed by Minn. Statutes, Section 471.59, Subd. 1a.
Each Party agrees that it will be responsible for the acts or omissions of its officials, agents, and
employees, and the results thereof, in carrying out the terms of this Agreement, to the extent
authorized by law and shall not be responsible for the acts/omissions of the other Party and the
results thereof. For purposes of determining total liability for damages, the participating
governmental units are considered to be a single governmental unit, the total liability of which
shall not exceed the limits for a single governmental unit as provided in Minn. Statutes, Section
466.04, Subd. 1.
Each Party agrees to defend, hold harmless, and indemnify the other Party, its officials, agents,
and employees, from any liability, loss, or damages the other Party may suf fer or incur as the
result of demands, claims, judgments, or cost arising out of or caused by the indemnifying
Party’s negligence in the performance of its respective obligations under this Agreement. This
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provision shall not be construed nor operate as a waiver of any applicable limitation of liability,
defenses, immunities, or exceptions by statute or common law.
To the full extent permitted by law, actions by the Parties pursuant to this Agreement are
intended to be and shall be construed as a "cooperative activity" and it is the intent of the Parties
that they shall be deemed a "single governmental unit" for the purposes of liability, all as set
forth in Minnesota Statutes, Section 471.59, Subd. la(a); provided further that for purposes of
that statute, each Party to this Agreement expressly declines responsibility for the acts or
omissions of the other Party.
The Parties of this Agreement are not liable for the acts or omissions of the other participants to
this Agreement except to the extent to which they have agreed in writing to be responsible for
acts or omissions of the other Parties.
Section 5.15. Records – Availability and Access
A. Pursuant to Minnesota Statutes, Section 16C.05, Subd. 5, the City agrees that the County,
the State Auditor, or any of their duly authorized representatives at any time during normal
business hours and as often as they may reasonably deem necessary, shall have access to
and the right to examine, audit, excerpt, and transcribe any books, documents, papers,
records, etc., which are pertinent to the accounting practices and procedures of the City and
involve transactions relating to this Agreement.
City agrees to maintain these records for a period of six years from the date of termination
of this Agreement.
B. Pursuant to Minnesota Statutes, Section 16C.05, Subd. 5, the County agrees that the City,
the State Auditor, or any of their duly authorized representatives at any time during normal
business hours and as often as they may reasonably deem necessary, shall have access to
and the right to examine, audit, excerpt, and transcribe any books, documents, papers,
records, etc., which are pertinent to the accounting practices and procedures of the County
and involve transactions relating to this Agreement.
County agrees to maintain these records for a period of six years from the date of
termination of this Agreement.
Section 5.16. Data Practices. Each Party, its employees, agents, owners, partners, and
subcontractors agree to abide by the provisions of the Minnesota Government Data Practices Act,
Minnesota Statutes, Chapter 13 and implementing regulations, if applicable, and all other
applicable state and federal laws, rules, regulations and orders relating to data privacy or
confidentiality, and as any of the same may be amended.
Section 5.17. Nondiscrimination. During the performance of this Agreement, the City
and the County agree to the following: No person shall, on the grounds of race, color, religion,
age, sex, disability, marital status, public assistance status, criminal record, creed or national origin
be excluded from full employment right in, participation in, be denied the benefits of or be
otherwise subjected to discrimination under any and all applicable Federal and State laws against
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discrimination.
Section 5.18. Default and Withdrawal. Default in this Agreement may occur when a
Party fails to perform any of the provisions of this Agreement or so fails to administer the work
as to endanger the performance of the Agreement. Unless the Party’s default is excused by the
non-defaulting Party, the non-defaulting Party may, upon written notice to the defaulting Party
representative listed herein, cancel this Agreement in its entirety as indicated below.
Any Party may withdraw from this Agreement with or without cause by providing thirty (30) days’
prior written notice to the other Parties herein. Only the governing bodies of the Participating
Parties have authority to act pursuant to this provision of the Agreement.
Each Party to this agreement reserves the right to withdraw from and cancel this agreement within
30 days from the opening of bids for the project in the event either or both Parties consider any or
all bids unsatisfactory; the withdrawal from or cancellation of the agreement to be accomplished
by either or both Parties within 30 days of opening of bids by serving a written notice thereof upon
the other, unless this right is waived by both Parties in writing.
Section 5.19. Third Party. This Agreement does not create any rights, claims or benefits
inuring to any person that is not a Party hereto nor create or establish any third Party beneficiary.
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IN TESTIMONY WHEREOF, The Parties hereto have caused these presents to be executed.
City of Chanhassen, Minnesota
Mayor
Date:
Attest:
City Manager
Date:
Approved As To Form:
City Attorney
Date:
County of Carver, Minnesota
County Board Chair
Date:
Attest:
County Administrator
Date:
Approved As To Form:
County Attorney
Date:
DocuSign Envelope ID: 9E1DD693-0751-4206-9F4E-37818CFD07E8
2/15/2022
2/15/2022
2/15/2022
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HennepinCounty
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Project Location Map
This map w as created using a compilation of information and data from various City, County, State, and Federal offices. It is not a surveyed or legally recorded map and is intended to be used as a reference. Carver County is not responsible for any inaccuracies contained herein.1 inch = 2,000 feet
Public Works D ivision11360 H wy 212, Suite 1Cologne, MN 55322(952) 466-5200Created: 9/23/2021
Project Location
Beginning of Project
End of Project
Exhibit A
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Highway 117 Project
Exhibit B – Allocation of Duties
Design Phase Activities
City will complete all design phase activities of the Project and procure necessary Design Phase
Professional Services.
Construction Phase Activities
City will complete all construction phase activities of the Project and procure necessary
Construction Phase Professional Services.
DocuSign Envelope ID: 9E1DD693-0751-4206-9F4E-37818CFD07E8
Highway 117 Project
Exhibit C – Project Cost Sharing
County and City agree to cost share as follows:
Project Costs
The County and City agree to cost share Project Costs by the following:
1. All Project Costs, excluding public watermain and public sanitary sewer City utilities, shall
be split 75% County and 25% City responsibility. The Project will be designed to accepted
State Aid design standards for the project traffic and reasonably conform to the preliminary
layout scope as shown in Exhibit D.
2. All Project Costs for public watermain and sanitary sewer City utilities shall be 100% City
responsibility.
3. The County and City agree to evenly split (50% County/50% City) all right of way
acquisition costs. Right of way acquisition includes all costs related to the acquisition of
property except professional services.
4. The County agrees to transfer property or grant easement rights to the City of County
owned property needed for the Project at no cost to the City.
5. The Parties agree to enter into a turnback agreement of County Road 117 (Galpin
Boulevard) from Trunk Highway 5 to the Hennepin County border concurrently with this
agreement. Further, City will cause a right of way plat to be developed that includes the
existing right of way of said segment of highway turnback and any additional right of way
needed for the Project. The turnback and release of said County Road 117 segment from
County to the City will occur as specified in said turnback agreement.
6. The City agrees to pay for all City requested improvements that are included in the Project,
that are not reasonably necessary to carry out the scope of the Project as shown in Exhibit
D. The Engineers Estimate and any Change Orders will show such City requested
improvement costs.
Design Phase Professional Services Costs
The County and City agree to cost share Design Phase Professional Services Costs by the
following:
1. The County and City agree to evenly split (50% County/50% City) all right of way related
professional services costs.
DocuSign Envelope ID: 9E1DD693-0751-4206-9F4E-37818CFD07E8
2.All remaining professional services costs, except professional services for public
watermain and sanitary sewer City utilities will be split 75% County and 25% City
responsibility.
3.All professional services costs for public watermain and sanitary sewer City utilities shall
be 100% City responsibility.
Construction Phase Professional Services Costs
The County and City agree to cost share Construction Phase Professional Services Costs by the
following:
1.The County and City agree to evenly split (50% County/50% City) all right of way related
professional services costs.
2.All remaining professional services costs will be prorated and split based on the
construction cost share of the Parties.
City/County Costs
The County and City agree to cost share City/County Costs by the following:
1.Other than as specified in the following paragraph, the Parties agree to not bill each other
for direct and indirect internal staff costs for the Project in order to support the City and
County administration of the Project.
2.All City direct and indirect costs of staff directly supporting the Project and other incidental
costs will be prorated and split based on the construction cost share of the Parties and will
considered the same as professional services.
DocuSign Envelope ID: 9E1DD693-0751-4206-9F4E-37818CFD07E8
Exhibit D
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