HKGi Professional Services Agreement for Civic Campus Site Improvements 07-17-2023227170v1 1
PROFESSIONAL SERVICES AGREEMENT
AGREEMENT made this _______ day of ___________________, 2023, by and between the
CITY OF CHANHASSSEN, a Minnesota municipal corporation ("City") and HOISINGTON
KOEGLER GROUP, INC., a Minnesota corporation ("HKGi").
IN CONSIDERATION OF THEIR MUTUAL COVENANTS THE PARTIES
AGREE AS FOLLOWS:
1. CONTRACT DOCUMENTS. The Contract consists of the following documents. In the
event of conflict among the documents the conflict shall be resolved by the order in which they are listed
with the document listed first having the first priority and the document listed last having the last priority:
A. This Professional Services Agreement
B. HKGi’s proposal Re Civic Campus Site Improvement dated June 16, 2023 (“Proposal”)
2. SCOPE OF SERVICES. The City retains HKGi to provide the professional services:
described in the Contract Documents.
3. COMPENSATION. HKGi shall be paid by the City for a not to exceed fee in the amount
of $368,000 in accordance with the Proposal. The lump sum fee in the Proposal is inclusive of all taxes,
costs, permit fees, profit, overhead, expenses and compensation of every kind related to the work under the
Contract Documents to be performed by HKGi, except for actual costs for travel and printing which are
estimated at $7,500. The lump sum fee shall not be adjusted if the estimated hours to perform a task, the
number of estimated required meetings or any other estimate or assumption is exceeded. The City will
normally make payment within 35 days of receipt of a properly itemized invoice following completion
of each of the five Tasks identified in the Proposal.
4. COMPLETION DATE. HKGi must complete the service specified in the Contract
Documents on or before July 31, 2026.
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. DOCUMENTS. The City shall be the owner of all documents, reports, studies, analysis
and the like prepared by HKGi in conjunction with this contract.
7. COMPLIANCE WITH LAWS AND REGULATIONS. In providing services
hereunder, HKGi shall abide by all statutes, ordinances, rules and regulations pertaining to the provisions of
services to be provided.
8. STANDARD OF CARE. HKGi shall exercise the same degrees of care, skill, and
diligence in the performance of the services as is ordinarily possessed and exercised by a professional
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HKGi 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 HKGi’s
services.
9. INDEMNIFICATION. HKGi 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, to the extent they arise out of or by reason of the negligent execution or
performance of the services provided for herein or breach of contract and further agrees to defend at its
sole cost and expense any action or proceeding commenced for the purpose of asserting any claim of
negligence or breach of contact.
10. INSURANCE. HKGi, at its expense, shall procure and maintain in force for the duration
of this Agreement the following minimum insurance coverages:
A. General Liability. HKGi agrees to maintain commercial general liability
insurance in a minimum amount of $1,000,000 per occurrence; $2,000,000 annual
aggregate. The policy shall cover liability arising from premises, operations,
products completed operations, personal injury, advertising injury, and
contractually assumed liability. The City shall be endorsed as additional insured.
B. Automobile Liability. If HKGi operates a motor vehicle in performing the
Services under this Agreement, HKGi shall maintain commercial automobile
liability insurance, including owned, hired, and non-owned automobiles, with a
minimum liability limit of $1,000,000 combined single limit.
C. Workers’ Compensation. HKGi agrees to provide workers’ compensation
insurance for all its employees in accordance with the statutory requirements of
the State of Minnesota. HKGi shall also carry employers liability coverage with
minimum limits are as follows:
• $500,000 – Bodily Injury by Disease per employee
• $500,000 – Bodily Injury by Disease aggregate
• $500,000 – Bodily Injury by Accident
D. Professional (Errors and Omissions) Insurance. HKGi will maintain
professional liability insurance for all claims HKGi may become legally obligated
to pay resulting from any actual or alleged negligent act, error, or omission related
to HKGi’s professional services required under this Agreement. HKGi is required
to carry the following minimum limits: $1,000,000 per occurrence; $2,000,000
annual aggregate. The retroactive or prior acts date of such coverage shall not be
after the effective date of this Agreement, and HKGi shall maintain such
insurance for a period of at least three (3) years following completion of the
Services. If such insurance is discontinued, extended reporting period coverage
must be obtained by HKGi to fulfill this requirement.
HKGi shall, prior to commencing the Services, deliver to the City a Certificate of Insurance as evidence
that the above coverages are in full force and effect.
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The insurance requirements may be met through any combination of primary and umbrella/excess
insurance.
HKGi’s policies shall be the primary insurance to any other valid and collectible insurance available to
the City with respect to any claim arising out of HKGi’s performance under this Agreement.
HKGi’s policies and Certificate of Insurance shall contain a provision that coverage afforded under the
policies shall not be cancelled without at least thirty (30) days advanced written notice to the City.
11. INDEPENDENT CONTRACTOR. The City hereby retains HKGi as an independent
contractor upon the terms and conditions set forth in this Agreement. HKGi is not an employee of the City
and is free to contract with other entities as provided herein. HKGi shall be responsible for selecting the
means and methods of performing the work. HKGi shall furnish any and all supplies, equipment, and
incidentals necessary for HKGi's performance under this Agreement. City and HKGi agree that HKGi shall
not at any time or in any manner represent that HKGi or any of HKGi's agents or employees are in any
manner agents or employees of the City. HKGi shall be exclusively responsible under this Agreement for
HKGi'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.
12. SUBCONTRACTORS. HKGi shall not enter into subcontracts for services provided
under this Agreement without the express written consent of the City. HKGi shall comply with Minnesota
Statute § 471.425. HKGi must pay subcontractor for all undisputed services provided by subcontractor
within ten (10) days of HKGI’s receipt of payment from City. HKGi must pay interest of one and five-
tenths (1.5) percent per month or any part of a month to subcontractor on any undisputed amount not paid
on time to subcontractor. The minimum monthly interest penalty payment for an unpaid balance of One
Hundred and No/100ths Dollars ($100) or more is Ten and No/100ths Dollars ($10).
13. ASSIGNMENT. Neither party shall assign this Agreement, nor any interest arising herein,
without the written consent of the other party.
14. 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.
15. 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.
16. 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.
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17. COPYRIGHT. HKGi shall defend actions or claims charging infringement of any
copyright or patent by reason of the use or adoption of any designs, drawings or specifications supplied
by it, and it shall hold harmless the City from loss or damage resulting there from.
18. PATENTED DEVICES, MATERIALS AND PROCESES. If the contract requires, or
HKGi desires, the use of any design, devise, material or process covered by letters, patent or copyright,
trademark or trade name, HKGi 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, HKGi 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 defend the City for any costs, liability, expenses and attorney's fees
that result from any such infringement.
19. AUDIT. Pursuant to Minnesota Statutes, § 16C.05, Subdivision 5, HKGi 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 City, and involve transactions relating to this Agreement. HKGi
agrees to maintain these records for a period of six years from the date of termination of this Agreement.
20. MINNESOTA GOVERNMENT DATA PRACTICES ACT. HKGi 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 HKGi pursuant to this Agreement. HKGi 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 HKGi receives a request to release
data, HKGi must immediately notify City. City will give HKGi instructions concerning the release of the
data to the requesting party before the data is released. HKGi agrees to defend, indemnify, and hold City,
its officials, officers, agents, employees, and volunteers harmless from any claims resulting from HKGi’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.
21. NOTICES. All notices, demands or requests required or permitted to be made pursuant to
or under this Agreement must be in writing and deemed valid if sent by registered mail, return receipt
requested, or delivered by overnight delivery service providing written evidence of delivery, or by hand
delivery by reputable independent courier providing written evidence of delivery, addressed as follows:
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Notice to City: City Manager
PO Box 147
Chanhassen, MN 55317
Notice to HKGi: Bryan Harjes
Vice President
800 North Washington Avenue, Ste 103
Minneapolis, MN, 55401
22. NONDISCRIMINATION. In the hiring of employees to perform work under this
Agreement, the HKGi shall not discriminate against any person by reason of any characteristic or
classification protected by state or federal law.
23. TERMINATION OF THE AGREEMENT. The City may terminate this Agreement or
any part thereof at any time, upon written notice to HKGi, effective upon delivery including delivery by
facsimile or email. In such event, HKGi will be entitled to compensation for work performed up to the
date of termination based upon the payment terms of this Agreement.
CITY OF CHANHASSEN
BY: _______________________________
Elise Ryan, Mayor
AND: ________________________________
Laurie Hokkanen, City Manager
HOISINGTON KOEGLER GROUP INC
BY: _______________________________
Bryan D. Harjes, Vice President
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DocuSign Envelope ID: CE146A4F-36CF-4080-AA5F-AFF29B6BA34E
DocuSign Envelope ID: CE146A4F-36CF-4080-AA5F-AFF29B6BA34E
7/18/2023