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SRF Professional Services Agreement for MMSW Roundabout1 PROFESSIONAL SERVICES AGREEMENT - Chan_SRF_MMSW Roundabout201749v1 PROFESSIONAL SERVICES AGREEMENT AGREEMENT made this ________ day of July, 2023, by and between the CITY OF CHANHASSEN, a Minnesota municipal corporation ("City") and SRF Consulting Group, Inc. ("Consultant"). IN CONSIDERATION OF THEIR MUTUAL COVENANTS, THE PARTIES AGREE AS FOLLOWS: 1. SCOPE OF SERVICES. The City retains Consultant for design services related to the proposed MMSW roundabout. Reference attached RFP and Proposal for the detailed Scope of Work. 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 Proposals dated June 14, 2023; C. Consultant’s Proposal dated June 30, 2023 for Design and Bidding Services for TH 41 Roundabout at Entrance to Minnetonka Middle School West (“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 “C” 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 Two Hundred Eight-Thousand Five-Hundred Thirty One Dollars and Fifty Cents ($208,531.50), 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 upon payment by the City to Consultant of invoiced amounts pertaining thereto. The City may use the information for its purposes. The City acknowledges that any other use, reuse, or DocuSign Envelope ID: D98A0FC6-3374-43B0-9858-87E55C935252 2 PROFESSIONAL SERVICES AGREEMENT - Chan_SRF_MMSW Roundabout201749v1 modifications of Consultant's documents by the City without written verification or adaptation by Consultant will be done at the City's sole risk and without liability or legal exposure to Consultant. Notwithstanding Article 4 above, Consultant’s proprietary information, including without limitation, work papers, drawings, specifications, processes, procedures, software, interim or draft documents, methodologies, know-how, software and other instruments of service belonging to or licensed by Consultant and used to develop the Work Product ("Consultant Data"), shall remain the sole property of Consultant. To the extent the Deliverables contain or require the use of Consultant Data, Consultant hereby grants to the City, upon proper payment for the Services, a non-exclusive, non-transferable and royalty-free license to use such Consultant Data solely for the purposes for which the Deliverables were developed. 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 applicable 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. To the fullest extent permitted by law, Consultant agrees to indemnify, defend and hold harmless the City, its officers, , and employees from liability, , damages, costs, or expenses, including reasonable attorneys' fees, but only to the extent caused by the negligent or otherwise wrongful act or omission of Consultant in the performance of the services provided by this Agreement and against all loss by reason of the failure of Consultant to perform its obligations under this Agreement. 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 claim/aggregate DocuSign Envelope ID: D98A0FC6-3374-43B0-9858-87E55C935252 3 PROFESSIONAL SERVICES AGREEMENT - Chan_SRF_MMSW Roundabout201749v1 Umbrella/Excess Liability Insurance may be used to supplement Consultant’s policy limits to satisfy the full policy limits required by this Agreement. 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, 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 DocuSign Envelope ID: D98A0FC6-3374-43B0-9858-87E55C935252 4 PROFESSIONAL SERVICES AGREEMENT - Chan_SRF_MMSW Roundabout201749v1 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 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. DocuSign Envelope ID: D98A0FC6-3374-43B0-9858-87E55C935252 5 PROFESSIONAL SERVICES AGREEMENT - Chan_SRF_MMSW Roundabout201749v1 Dated: _______________, 2023. CITY OF CHANHASSEN BY: _____________________________________________ Elise Ryan, Mayor BY: _____________________________________________ Laurie Hokkanen, City Manager Dated: _______________, 2023. SRF CONSULTING GROUP, Inc. BY: _____________________________________________ Its 7/24/2023 Paul Martens CFO DocuSign Envelope ID: D98A0FC6-3374-43B0-9858-87E55C935252 7/27/2023