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2022-20 CITY OF CHANHASSEN CARVER AND HENNEPIN COUNTIES, MINNESOTA DATE: February 28, 2022__ RESOLUTION NO: 2022-20 MOTION BY: McDonald SECONDED BY: Rehm A RESOLUTION AUTHORIZING ENTERING INTO A CONTRACT WITH SHADYWOOD TREE EXPERTS FOR ASH TREE REMOVAL AND STUMP GRINDING WHEREAS, the City will remove and stump grind 50 ash trees this year to reduce the infestation and spread of emerald ash borer; and WHEREAS, public trees are considered green infrastructure and an asset to the community. Proper maintenance can provide public safety, long-term health, and increased value to the community; and WHEREAS, the existing ash trees are located in public parks and along public streets; and WHEREAS, the City received four quotes for this year’s work and funding will come from a grant from the MNDNR and the City's Forestry Management Fund. The agreement will be set at a not-to-exceed amount of $30,000. NOW, THEREFORE, BE IT RESOLVED that the Chanhassen City Council hereby authorizes entering into a contract with Shadywood Tree Experts for ash tree removals and stump grinding. PASSED AND ADOPTED by the Chanhassen City Council this 28th day of February, 2022. ATTEST: Kim Meuwissen, City Clerk Elise Ryan, Mayor YES NO ABSENT Ryan Campion McDonald Rehm Schubert DocuSign Envelope ID: 58F7E949-3779-4DA9-BD24-FE5D9877F516 1 PROFESSIONAL SERVICES AGREEMENT AGREEMENT made this 1st day of March, 2022 by and between the CITY OF CHANHASSEN, a Minnesota municipal corporation ("City") and SHADYWOOD TREE EXPERTS ("Contractor"). IN CONSIDERATION OF THEIR MUTUAL COVENANTS, THE PARTIES AGREE AS FOLLOWS: 1. SCOPE OF SERVICES. The City retains Contractor for Ash Tree Removal and Stump Grinding. 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 including project specifications dated Feb. 7, 2022; C. Contractor’s proposal, Feb. 9, 2022, for Pruning Services (“Proposal”) for the City of Chanhassen. 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 “C” having the last priority. 3. COMPENSATION. Contractor shall be paid by the City for the services described in the Proposal a not to exceed fee of Thirty Thousand Dollars ($30,000), inclusive of expenses. Services performed directly by Contractor 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, or any other estimate or assumption is exceeded. Contractor 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. COMPLETION DATE. Ash Tree Removals must be completed and in accordance with the Project Specifications by May 1, 2022 and Stump Grinding must be completed and in accordance with the Project Specifications by June 1, 2022. 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. DocuSign Envelope ID: 58F7E949-3779-4DA9-BD24-FE5D9877F516 2 6. COMPLIANCE WITH LAWS AND REGULATIONS. In providing services hereunder, Contractor shall abide by all statutes, ordinances, rules and regulations pertaining to the provisions of services to be provided. 7. CONTRACTOR’S REPRESENTATIONS. Contractor has examined and carefully studied the Contract Project Specifications Document and other related data identified in the Contract Documents. A. Contractor has visited the Sites and become familiar with and is satisfied as the general, local, and Site conditions that may affect cost, progress, and performance of the Work. B. Contractor is familiar with and is satisfied as to all federal, state, and local Laws and Regulations that may affect cost, progress, and performance of the Work. C. Contractor shall abide by and employ all necessary traffic safety measures along city roads and trails. D. Contractor will have an ISA Certified Arborist on site with all crews during all work. E. The Contract Documents are generally sufficient to indicate and convey understanding of all terms and conditions for performance and furnishing of the Work. 8. INDEMNIFICATION. Contractor shall indemnify and hold harmless the City, its officers, agents, and employees, of and from any and all claims, demands, actions, causes of action, 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. Contractor shall secure and maintain such insurance as will protect Contractor 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 Contractor 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 Contractor as an independent contractor upon the terms and conditions set forth in this Agreement. Contractor is not an employee of the City and is free to contract with other entities as provided herein. Contractor shall be responsible for selecting the means and methods of performing the work. Contractor shall furnish any and all supplies, equipment, and incidentals necessary for Contractor’s performance under this Agreement. City and Contractor agree that Contractor shall not at any time or in any manner represent DocuSign Envelope ID: 58F7E949-3779-4DA9-BD24-FE5D9877F516 3 that Contractor or any of Contractor's agents or employees are in any manner agents or employees of the City. Contractor shall be exclusively responsible under this Agreement for Contractor’s own FICA payments, workers compensation payments, unemployment compensation payments, 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. Contractor shall not enter into subcontracts for services provided under this Agreement without the express written consent of the City. Contractor shall comply with Minnesota Statutes § 471.425. Contractor must pay subcontractors for all undisputed services provided by subcontractors within ten (10) days of Contractor’s receipt of payment from City. Contractor 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. Contractor 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 Contractor pursuant to this Agreement. Contractor 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 Contractor receives a request to release data, Contractor must immediately notify City. City will give Contractor instructions concerning the release of the data to the requesting party before the data is released. Contractor agrees to defend, indemnify, and hold City, its officials, officers, agents, employees, and volunteers harmless from any claims resulting from Contractor’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. Contractor 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 Contractor desires, the use of any design, devise, material or process covered by letters, patent or copyright, trademark or trade name, the Contractor 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 Contractor shall indemnify and hold harmless the City from any and all claims for infringement by reason of the use of any such DocuSign Envelope ID: 58F7E949-3779-4DA9-BD24-FE5D9877F516 4 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 defend the City for any costs, liability, expenses and attorney's fees that result from any such infringement. 16. RECORDS. Contractor shall maintain complete and accurate records of hours worked and number of crew involved in the performance of services for each work location. 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 Contractor. In the event of termination, the City shall be obligated to the Contractor for payment of amounts due and owing including payment for services performed or furnished to the date and time of termination. Dated: _______________. CITY OF CHANHASSEN BY: _____________________________________________ Elise Ryan, Mayor BY: _____________________________________________ Laurie Hokkanen, City Manager Dated: _______________. SHADYWOOD TREE EXPERTS BY: _____________________________________________ __________________ Its ________________________ DocuSign Envelope ID: 58F7E949-3779-4DA9-BD24-FE5D9877F516 3/2/2022