HPTO Professional Services Agreement for Audubon Business Park 1
PROFESSIONAL SERVICES AGREEMENT
AGREEMENT made this 15th day of August, 2023, by and between the CITY OF
CHANHASSEN, a Minnesota municipal corporation ("City") and Hansen Thorp Pellinen Olson,
Inc., a Minnesota corporation ("Consultant").
IN CONSIDERATION OF THEIR MUTUAL COVENANTS, THE PARTIES
AGREE AS FOLLOWS:
1. SCOPE OF SERVICES. The City retains Consultant for construction
administration services for the Audubon Business Park development project located adjacent to
McGlynn Drive in Chanhassen, MN. Consultant shall perform site observation services with the
intent of ensuring compliance with City Standard Specifications and Details.
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. Consultant’s Standard Fee Schedule, attached hereto as Exhibit “A”;
C. Insurance Certificate;
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. Services performed directly by Consultant shall be paid at an
hourly rate in accordance with the Consultant’s Standard Fee Schedule, attached hereto, for the year
in which the services are performed. Consultant shall invoice the City as the work progresses on a
monthly basis. Payment shall be made by the City within thirty-five (35) days of acceptance of an
invoice. All invoices shall be accompanied by site observation reports prepared over the billing
period.
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. The City may use the information for its purposes.
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
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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. Consultant 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 reasonable costs and attorney's fees, arising out of or by reason of the execution or
performance of the negligent acts provided for herein.
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 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 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 (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
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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 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 the
City for any costs, liability, expenses and reasonable 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
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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. The terms of this Agreement shall be for one year. This
Agreement may be extended upon the written mutual consent of the parties for such additional
period as they deem appropriate, and upon the terms and conditions as herein stated. 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.
Dated: ____________, 2023. CITY OF CHANHASSEN
BY: ________________________________
Charles J. Howley, PE, LEED AP
Public Works Director/City Engineer
Dated: ____________, 2023. Hansen Thorp Pellinen Olson, Inc.
BY: _______________________________
_______________________________
Its _______________________________
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Vice President
8/16/2023
Adam Pawelk
8/17/2023