2022-42 CITY OF CHANHASSEN
CARVER AND HENNEPIN COUNTIES, MINNESOTA
DATE: _May 9, 2020______ RESOLUTION NO: 2022-42
MOTION BY: McDonald SECONDED BY: Campion
A RESOLUTION AUTHORIZING ENTERING INTO A CONTRACT WITH
SHADYWOOD TREE EXPERTS FOR 2022 CITY TREE WORK
WHEREAS, the City contracts for street, trail, and park pruning within District 1 and tree
removals throughout the City in 2022; and
WHEREAS, boulevard and park 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, this year’s scheduled pruning includes streets, parks and trails west of Powers
Boulevard and north of Highway 5; and
WHEREAS, the City received two quotes for this year’s work and funding will come from
the City's Forestry Management Fund and the Park Maintenance Fund. The agreement will be set at
a not-to-exceed amount of $120,000.
NOW, THEREFORE, BE IT RESOLVED that the Chanhassen City Council hereby
authorizes entering into a contract with Shadywood Tree Experts for 2022 City Tree Work for a not-
to-exceed amount of $120,000.
PASSED AND ADOPTED by the Chanhassen City Council this 9th day of May, 2022.
ATTEST:
Kim Meuwissen, City Clerk Elise Ryan, Mayor
YES NO ABSENT
Ryan
McDonald
Campion
Rehm
Schubert
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PROFESSIONAL SERVICES AGREEMENT
AGREEMENT made this 9th day of May, 2022, by and between the CITY OF
CHANHASSEN, a Minnesota municipal corporation ("City"), and SHADYWOOD TREE
EXPERTS & LANDSCAPING COMPANY ("Contractor").
IN CONSIDERATION OF THEIR MUTUAL COVENANTS, THE PARTIES
AGREE AS FOLLOWS:
1. SCOPE OF SERVICES. The City retains the Contractor for 2022 Tree Pruning and
Removal 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 (“RFQ”) including project specifications dated March 1,
2022;
C. Contractor’s proposal, March 25, 2022, for Tree Removal and 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 pruning and
removal services described in the Proposal a not to exceed fee of One hundred twenty thousand
Dollars ($120,000.00), inclusive of expenses. Pruning and tree removal services as described in the
RFQ shall proceed as directed and prioritized by the city, subject to the not to exceed fee. The not to
exceed fee and expenses shall not be adjusted even 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. The Work must be completed and in accordance with
the Contract Documents by December 31, 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.
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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 and standard 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
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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
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
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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
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: _______________, 2022. CITY OF CHANHASSEN
BY: ________________________________________
Elise Ryan, Mayor
BY: _________________________________________
Laurie Hokkanen, City Manager
Dated: _______________, 2022. SHADYWOOD TREE EXPERTS & LANDSCPING
BY: _________________________________________
Its
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Jake Nitz
Operations manager
5/16/2022
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